Exhibit 10.6

                   AMERICAN CONSOLIDATED MANAGEMENT GROUP INC.
                            PLACEMENT AGENT AGREEMENT


                                                     Dated as of: March 14, 2004

Newbridge Securities Corporation
1451 Cypress Creek Road, Suite 204
Fort Lauderdale, Florida 33309

Ladies and Gentlemen:

The undersigned, American Consolidated Management Group Inc.., a Utah
corporation (the "Company"), hereby agrees with Newbridge Securities Corporation
(the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited
Partnership (the "Investor"), as follows:

1.  Offering.

     The Company hereby engages the Placement Agent to act as its exclusive
     placement agent in connection with the Standby Equity Distribution
     Agreement dated the date hereof (the "Standby Equity Distribution
     Agreement"), pursuant to which the Company shall issue and sell to the
     Investor, from time to time, and the Investor shall purchase from the
     Company (the "Offering") up to Ten Million Dollars ($10,000,000) of the
     Company's common stock (the "Commitment Amount"), par value $.01 per share
     (the "Common Stock"), at price per share equal to the Purchase Price, as
     that term is defined in the Standby Equity Distribution Agreement. The
     Placement Agent services shall consist of reviewing the terms of the
     Standby Equity Distribution Agreement and advising the Company with respect
     to those terms.

     All capitalized terms used herein and not otherwise defined herein shall
     have the same meaning ascribed to them as in the Standby Equity
     Distribution Agreement. The Investor will be granted certain registration
     rights with respect to the Common Stock as more fully set forth in the
     Registration Rights Agreement between the Company and the Investor dated
     the date hereof (the "Registration Rights Agreement"). The documents to be
     executed and delivered in connection with the Offering, including, but not
     limited, to the Company's latest Quarterly Report on Form 10-QSB as filed
     with the United States Securities and Exchange Commission, this Agreement,
     the Standby Equity Distribution Agreement, the Registration Rights
     Agreement, and the Escrow Agreement dated the date hereof (the "Escrow
     Agreement"), are referred to sometimes hereinafter collectively as the
     "Offering Materials." The Company's Common Stock purchased by the Investor
     pursuant to the Standby Equity Distribution Agreement and/or issued
     hereunder are sometimes referred to hereinafter as the "Securities." The
     Placement Agent shall not be obligated to sell any Securities.

2. Compensation.

     Upon the execution of this Agreement, the Company shall issue to the
     Placement Agent or its designee five thousand (5,000) shares of the
     Company's Common Stock (the "Placement Agent's Shares"). The Placement
     Agent shall be entitled to "piggy-back" registration rights, which shall be
     triggered upon registration of any shares of Common Stock by the Investor
     with respect to the Placement Agent's Shares pursuant to the Registration
     Rights Agreement dated the date hereof.

<PAGE>

3. Representations, Warranties and Covenants of the Placement Agent.

     a. The Placement Agent represents, warrants and covenants as follows:

          i.   The Placement Agent has the necessary power to enter into this
               Agreement and to consummate the transactions contemplated hereby.
          ii.  The execution and delivery by the Placement Agent of this
               Agreement and the consummation of the transactions contemplated
               herein will not result in any violation of, or be in conflict
               with, or constitute a default under, any agreement or instrument
               to which the Placement Agent is a party or by which the Placement
               Agent or its properties are bound, or any judgment, decree, order
               or, to the Placement Agent's knowledge, any statute, rule or
               regulation applicable to the Placement Agent. This Agreement when
               executed and delivered by the Placement Agent, will constitute
               the legal, valid and binding obligations of the Placement Agent,
               enforceable in accordance with their respective terms, except to
               the extent that (a) the enforceability hereof or thereof may be
               limited by bankruptcy, insolvency, reorganization, moratorium or
               similar laws from time to time in effect and affecting the rights
               of creditors generally, (b) the enforceability hereof or thereof
               is subject to general principles of equity, or (c) the
               indemnification provisions hereof or thereof may be held to be in
               violation of public policy.
          iii. Upon receipt and execution of this Agreement, the Placement Agent
               will promptly forward copies of this Agreement to the Company or
               its counsel and the Investor or its counsel.
          iv.  The Placement Agent will not intentionally take any action that
               it reasonably believes would cause the Offering to violate the
               provisions of the Securities Act of 1933, as amended (the "1933
               Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the
               respective rules and regulations promulgated thereunder (the
               "Rules and Regulations") or applicable "Blue Sky" laws of any
               state or jurisdiction.
          v.   The Placement Agent is a member of the National Association of
               Securities Dealers, Inc., and is a broker-dealer registered as
               such under the 1934 Act and under the securities laws of the
               states in which the Securities will be offered or sold by the
               Placement Agent unless an exemption for such state registration
               is available to the Placement Agent. The Placement Agent is in
               material compliance with the rules and regulations applicable to
               the Placement Agent generally and applicable to the Placement
               Agent's participation in the Offering.

4. Representations and Warranties of the Company.

     b.   The Company represents and warrants as follows:

          i.   The execution, delivery and performance of each of this
               Agreement, the Standby Equity Distribution Agreement, the Escrow
               Agreement, and the Registration Rights Agreement has been or will
               be duly and validly authorized by the Company and is, or with
               respect to this Agreement, the Standby Equity Distribution
               Agreement, the Escrow Agreement, and the Registration Rights
               Agreement will be, a valid and binding agreement of the Company,
               enforceable in accordance with its respective terms, except to
               the extent that (a) the enforceability hereof or thereof may be
               limited by bankruptcy, insolvency, reorganization, moratorium or
               similar laws from time to time in effect and affecting the rights
               of creditors generally, (b) the enforceability hereof or thereof
               is subject to general principles of equity or (c) the
               indemnification provisions hereof or thereof may be held to be in
               violation of public policy. The Securities to be issued pursuant
               to the transactions contemplated by this Agreement, the Standby
               Equity Distribution Agreement have been duly authorized and, when
               issued and paid for in accordance with this Agreement, the
               Standby Equity Distribution Agreement and the
               certificates/instruments representing such Securities, will be
               valid and binding obligations of the Company, enforceable in
               accordance with their respective terms, except to the extent that
               (1) the enforceability thereof may be limited by bankruptcy,
               insolvency, reorganization, moratorium or similar laws from time
               to time in effect and affecting the rights of creditors

                                       2
<PAGE>

               generally, and (2) the enforceability thereof is subject to
               general principles of equity. All corporate action required to be
               taken for the authorization, issuance and sale of the Securities
               has been duly and validly taken by the Company.
          ii.  The Company has a duly authorized, issued and outstanding
               capitalization as set forth herein and in the Standby Equity
               Distribution Agreement. Other than as disclosed in Schedule 4.3
               of the Standby Equity Distribution Agreement, the Company is not
               a party to or bound by any instrument, agreement or other
               arrangement providing for it to issue any capital stock, rights,
               warrants, options or other securities, except for this Agreement,
               the agreements described herein and as described in the Standby
               Equity Distribution Agreement, dated the date hereof and the
               agreements described therein. All issued and outstanding
               securities of the Company, have been duly authorized and validly
               issued and are fully paid and non-assessable; the holders thereof
               have no rights of rescission or preemptive rights with respect
               thereto and are not subject to personal liability solely by
               reason of being security holders; and none of such securities
               were issued in violation of the preemptive rights of any holders
               of any security of the Company. As of the date hereof, the
               authorized capital stock of the Company consists of 70,000,000
               shares of Common Stock, par value $.01 per share and no shares
               of Preferred Stock of which 12,675,652 shares of Common Stock
               were issued and outstanding as of the date thereof.
          iii. The Common Stock to be issued in accordance with this Agreement,
               the Standby Equity Distribution Agreement have been duly
               authorized and, when issued and paid for in accordance with this
               Agreement, the Standby Equity Distribution Agreement and the
               certificates/instruments representing such Common Stock will be
               validly issued, fully-paid and non-assessable; the holders
               thereof will not be subject to personal liability solely by
               reason of being such holders; such Securities are not and will
               not be subject to the preemptive rights of any holder of any
               security of the Company.
          iv.  The Company has good and marketable title to, or valid and
               enforceable leasehold estates in, all items of real and personal
               property necessary to conduct its business (including, without
               limitation, any real or personal property stated in the Offering
               Materials to be owned or leased by the Company), free and clear
               of all liens, encumbrances, claims, security interests and
               defects of any material nature whatsoever, other than those set
               forth in the Offering Materials and liens for taxes not yet due
               and payable.
          v.   There is no litigation or governmental proceeding pending or, to
               the best of the Company's knowledge, threatened against, or
               involving the properties or business of the Company, except as
               set forth in the Offering Materials.
          vi.  The Company has been duly organized and is validly existing as a
               corporation in good standing under the laws of the State of Utah.
               Except as set forth in the Offering Materials, the Company does
               not own or control, directly or indirectly, an interest in any
               other corporation, partnership, trust, joint venture or other
               business entity. The Company is duly qualified or licensed and in
               good standing as a foreign corporation in each jurisdiction in
               which the character of its operations requires such qualification
               or licensing and where failure to so qualify would have a
               material adverse effect on the Company. To the best of the
               Company's knowledge, the Company has all requisite corporate
               power and authority, and all material and necessary
               authorizations, approvals, orders, licenses, certificates and
               permits of and from all governmental regulatory officials and
               bodies (domestic and foreign) to conduct its businesses (and
               proposed business) as described in the Offering Materials. Any
               disclosures in the Offering Materials concerning the effects of
               foreign, federal, state and local regulation on the Company's
               businesses as currently conducted and as contemplated are correct
               in all material respects and do not omit to state a material
               fact. The Company has all corporate power and authority to enter
               into this Agreement, the Standby Equity Distribution Agreement,
               the Registration Rights Agreement, and the Escrow Agreement, to
               carry out the provisions and conditions hereof and thereof, and
               all consents, authorizations, approvals and orders required in
               connection herewith and therewith have been obtained. No consent,
               authorization or order of, and no filing with, any court,
               government agency or other body is required by the Company for
               the issuance of the Securities or execution and delivery of the
               Offering Materials except for applicable federal and state

                                       3
<PAGE>

               securities laws. The Company, since its inception, has not
               incurred any liability arising under or as a result of the
               application of any of the provisions of the 1933 Act, the 1934
               Act or the Rules and Regulations.
          vii. There has been no material adverse change in the condition or
               prospects of the Company, financial or otherwise, from the latest
               dates as of which such condition or prospects, respectively, are
               set forth in the Offering Materials, and the outstanding debt,
               the property and the business of the Company conform in all
               material respects to the descriptions thereof contained in the
               Offering Materials.
          viii. Except as set forth in the Offering Materials, the Company is
               not in breach of, or in default under, any term or provision of
               any material indenture, mortgage, deed of trust, lease, note,
               loan or Standby Equity Distribution Agreement or any other
               material agreement or instrument evidencing an obligation for
               borrowed money, or any other material agreement or instrument to
               which it is a party or by which it or any of its properties may
               be bound or affected. The Company is not in violation of any
               provision of its charter or by-laws or in violation of any
               franchise, license, permit, judgment, decree or order, or in
               violation of any material statute, rule or regulation. Neither
               the execution and delivery of the Offering Materials nor the
               issuance and sale or delivery of the Securities, nor the
               consummation of any of the transactions contemplated in the
               Offering Materials nor the compliance by the Company with the
               terms and provisions hereof or thereof, has conflicted with or
               will conflict with, or has resulted in or will result in a breach
               of, any of the terms and provisions of, or has constituted or
               will constitute a default under, or has resulted in or will
               result in the creation or imposition of any lien, charge or
               encumbrance upon any property or assets of the Company or
               pursuant to the terms of any indenture, mortgage, deed of trust,
               note, loan or any other agreement or instrument evidencing an
               obligation for borrowed money, or any other agreement or
               instrument to which the Company may be bound or to which any of
               the property or assets of the Company is subject except (a) where
               such default, lien, charge or encumbrance would not have a
               material adverse effect on the Company and (b) as described in
               the Offering Materials; nor will such action result in any
               violation of the provisions of the charter or the by-laws of the
               Company or, assuming the due performance by the Placement Agent
               of its obligations hereunder, any material statute or any
               material order, rule or regulation applicable to the Company of
               any court or of any foreign, federal, state or other regulatory
               authority or other government body having jurisdiction over the
               Company.
          ix.  Subsequent to the dates as of which information is given in the
               Offering Materials, and except as may otherwise be indicated or
               contemplated herein or therein the Company has not (a) issued any
               securities or incurred any liability or obligation, direct or
               contingent, for borrowed money, or (b) entered into any
               transaction other than in the ordinary course of business, or (c)
               declared or paid any dividend or made any other distribution on
               or in respect of its capital stock. Except as described in the
               Offering Materials, the Company has no outstanding obligations to
               any officer or director of the Company.
          x.   There are no claims for services in the nature of a finder's or
               origination fee with respect to the sale of the Common Stock or
               any other arrangements, agreements or understandings that may
               affect the Placement Agent's compensation, as determined by the
               National Association of Securities Dealers, Inc.

          xi.  The Company owns or possesses, free and clear of all liens or
               encumbrances and rights thereto or therein by third parties, the
               requisite licenses or other rights to use all trademarks, service
               marks, copyrights, service names, trade names, patents, patent
               applications and licenses necessary to conduct its business
               (including, without limitation, any such licenses or rights
               described in the Offering Materials as being owned or possessed
               by the Company) and, except as set forth in the Offering
               Materials, there is no claim or action by any person pertaining
               to, or proceeding, pending or threatened, which challenges the
               exclusive rights of the Company with respect to any trademarks,
               service marks, copyrights, service names, trade names, patents,
               patent applications and licenses used in the conduct of the
               Company's businesses (including, without limitation, any such
               licenses or rights described in the Offering Materials as being
               owned or possessed by the Company) except any claim or action

                                       4
<PAGE>

               that would not have a material adverse effect on the Company; the
               Company's current products, services or processes do not infringe
               or will not infringe on the patents currently held by any third
               party.
          xii. Other than as disclosed to the Investor, except as described in
               the Offering Materials, the Company is not under any obligation
               to pay royalties or fees of any kind whatsoever to any third
               party with respect to any trademarks, service marks, copyrights,
               service names, trade names, patents, patent applications,
               licenses or technology it has developed, uses, employs or intends
               to use or employ, other than to their respective licensors.
          xiii. Subject to the performance by the Placement Agent of its
               obligations hereunder the offer and sale of the Securities
               complies, and will continue to comply, in all material respects
               with the requirements of Rule 506 of Regulation D promulgated by
               the SEC pursuant to the 1933 Act and any other applicable federal
               and state laws, rules, regulations and executive orders. Neither
               the Offering Materials nor any amendment or supplement thereto
               nor any documents prepared by the Company in connection with the
               Offering will contain any untrue statement of a material fact or
               omit to state any material fact required to be stated therein or
               necessary to make the statements therein, in light of the
               circumstances under which they were made, not misleading. All
               statements of material facts in the Offering Materials are true
               and correct as of the date of the Offering Materials.
          xiv. All material taxes which are due and payable from the Company
               have been paid in full or adequate provision has been made for
               such taxes on the books of the Company, except for those taxes
               disputed in good faith by the Company.
          xv.  None of the Company nor any of its officers, directors, employees
               or agents, nor any other person acting on behalf of the Company,
               has, directly or indirectly, given or agreed to give any money,
               gift or similar benefit (other than legal price concessions to
               customers in the ordinary course of business) to any customer,
               supplier, employee or agent of a customer or supplier, or
               official or employee of any governmental agency or
               instrumentality of any government (domestic or foreign) or any
               political party or candidate for office (domestic or foreign) or
               other person who is or may be in a position to help or hinder the
               business of the Company (or assist it in connection with any
               actual or proposed transaction) which (A) might subject the
               Company to any damage or penalty in any civil, criminal or
               governmental litigation or proceeding, or (B) if not given in the
               past, might have had a materially adverse effect on the assets,
               business or operations of the Company as reflected in any of the
               financial statements contained in the Offering Materials, or (C)
               if not continued in the future, might adversely affect the
               assets, business, operations or prospects of the Company in the
               future.

5. Representations, Warranties and Covenants of the Investor.

     c.   The Investor represents, warrants and covenants as follows:

          i.   The Investor has the necessary power to enter into this Agreement
               and to consummate the transactions contemplated hereby.
          ii.  The execution and delivery by the Investor of this Agreement and
               the consummation of the transactions contemplated herein will not
               result in any violation of, or be in conflict with, or constitute
               a default under, any agreement or instrument to which the
               Investor is a party or by which the Investor or its properties
               are bound, or any judgment, decree, order or, to the Investor's
               knowledge, any statute, rule or regulation applicable to the
               Investor. This Agreement when executed and delivered by the
               Investor, will constitute the legal, valid and binding
               obligations of the Investor, enforceable in accordance with their
               respective terms, except to the extent that (a) the
               enforceability hereof or thereof may be limited by bankruptcy,
               insolvency, reorganization, moratorium or similar laws from time
               to time in effect and affecting the rights of creditors
               generally, (b) the enforceability hereof or thereof is subject to
               general principles of equity, or (c) the indemnification
               provisions hereof or thereof may be held to be in violation of
               public policy.
          iii. The Investor will promptly forward copies of any and all due
               diligence questionnaires compiled by the Investor to the
               Placement Agent.

                                       5
<PAGE>

          iv.  The Investor is an Accredited Investor (as defined under the 1933
               Act).
          v.   The Investor is acquiring the Securities for the Inventor's own
               account as principal, not as a nominee or agent, for investment
               purposes only, and not with a view to, or for, resale,
               distribution or fractionalization thereof in whole or in part and
               no other person has a direct or indirect beneficial interest in
               such Securities. Further, the Investor does not have any
               contract, undertaking, agreement or arrangement with any person
               to sell, transfer or grant participations to such person or to
               any third person, with respect to any of the Securities.
          vi.  The Investor acknowledges the Investor's understanding that the
               offering and sale of the Securities is intended to be exempt from
               registration under the 1933 Act by virtue of Section 3(b) of the
               1933 Act and the provisions of Regulation D promulgated
               thereunder ("Regulation D"). In furtherance thereof, the Investor
               represents and warrants as follows:
          vii. The Investor has the financial ability to bear the economic risk
               of the Investor's investment, has adequate means for providing
               for the Inventor's current needs and personal contingencies and
               has no need for liquidity with respect to the Investor's
               investment in the Company; and
          viii. The Investor has such knowledge and experience in financial and
               business matters as to be capable of evaluating the merits and
               risks of the prospective investment. The Inventor also represents
               it has not been organized for the purpose of acquiring the
               Securities.
          ix.  The Investor has been given the opportunity for a reasonable time
               prior to the date hereof to ask questions of, and receive answers
               from, the Company or its representatives concerning the terms and
               conditions of the Offering, and other matters pertaining to this
               investment, and has been given the opportunity for a reasonable
               time prior to the date hereof to obtain such additional
               information in connection with the Company in order for the
               Investor to evaluate the merits and risks of purchase of the
               Securities, to the extent the Company possesses such information
               or can acquire it without unreasonable effort or expense. The
               Investor is not relying on the Placement Agent or any of its
               affiliates with respect to the accuracy or completeness of the
               Offering Materials or for any economic considerations involved in
               this investment.

6. Certain Covenants and Agreements of the Company.

The Company covenants and agrees at its expense and without any expense to the
Placement Agent as follows:

     11.  To advise the Placement Agent and the Investor of any material adverse
          change in the Company's financial condition, prospects or business or
          of any development materially affecting the Company or rendering
          untrue or misleading any material statement in the Offering Materials
          occurring at any time as soon as the Company is either informed or
          becomes aware thereof.
     12.  To use its commercially reasonable efforts to cause the Common Stock
          issuable in connection with the Standby Equity Distribution Agreement
          to be qualified or registered for sale on terms consistent with those
          stated in the Registration Rights Agreement and under the securities
          laws of such jurisdictions as the Placement Agent and the Investor
          shall reasonably request. Qualification, registration and exemption
          charges and fees shall be at the sole cost and expense of the Company.
     13.  Upon written request, to provide and continue to provide the Placement
          Agent and the Investor copies of all quarterly financial statements
          and audited annual financial statements prepared by or on behalf of
          the Company, other reports prepared by or on behalf of the Company for
          public disclosure and all documents delivered to the Company's
          stockholders.

     14.  To deliver, during the registration period of the Standby Equity
          Distribution Agreement, to the Investor upon the Investor's request or
          as may be required by the SEC, within forty five (45) days, a
          statement of its income for each such quarterly period, and its
          balance sheet and a statement of changes in stockholders' equity as of
          the end of such quarterly period, all in reasonable detail, certified
          by its principal financial or accounting officer; (ii) within ninety
          (90) days after the close of each fiscal year, its balance sheet as of
          the close of such fiscal year, together with a statement of income, a
          statement of changes in stockholders' equity and a statement of cash
          flow for such fiscal year, such balance sheet, statement of income,
          statement of changes in stockholders' equity and statement of cash
          flow to be in reasonable detail and accompanied by a copy of the
          certificate or report thereon of independent auditors if audited
          financial statements are prepared; and (iii) a copy of all documents,

                                       6
<PAGE>

          reports and information furnished to its stockholders at the time that
          such documents, reports and information are furnished to its
          stockholders.
     e)   To comply with the terms of the Offering Materials.
     f)   Other than as disclosed in Schedule 4.3 of the Standby Equity
          Distribution Agreement, to ensure that any transactions between or
          among the Company, or any of its officers, directors and affiliates be
          on terms and conditions that are no less favorable to the Company,
          than the terms and conditions that would be available in an "arm's
          length" transaction with an independent third party.

7. Indemnification and Limitation of Liability.

A.   The Company hereby agrees that it will indemnify and hold the Placement
     Agent and each officer, director, shareholder, employee or representative
     of the Placement Agent and each person controlling, controlled by or under
     common control with the Placement Agent within the meaning of Section 15 of
     the 1933 Act or Section 20 of the 1934 Act or the SEC's Rules and
     Regulations promulgated thereunder (the "Rules and Regulations"), harmless
     from and against any and all loss, claim, damage, liability, cost or
     expense whatsoever (including, but not limited to, any and all reasonable
     legal fees and other expenses and disbursements incurred in connection with
     investigating, preparing to defend or defending any action, suit or
     proceeding, including any inquiry or investigation, commenced or
     threatened, or any claim whatsoever or in appearing or preparing for
     appearance as a witness in any action, suit or proceeding, including any
     inquiry, investigation or pretrial proceeding such as a deposition) to
     which the Placement Agent or such indemnified person of the Placement Agent
     may become subject under the 1933 Act, the 1934 Act, the Rules and
     Regulations, or any other federal or state law or regulation, common law or
     otherwise, arising out of or based upon (i) any untrue statement or alleged
     untrue statement of a material fact contained in (a) Section 4 of this
     Agreement, (b) the Offering Materials (except those written statements
     relating to the Placement Agent given by the Placement Agent for inclusion
     therein), (c) any application or other document or written communication
     executed by the Company or based upon written information furnished by the
     Company filed in any jurisdiction in order to qualify the Common Stock
     under the securities laws thereof, or any state securities commission or
     agency; (ii) the omission or alleged omission from documents described in
     clauses (a), (b) or (c) above of a material fact required to be stated
     therein or necessary to make the statements therein not misleading; or
     (iii) the breach of any representation, warranty, covenant or agreement
     made by the Company in this Agreement. The Company further agrees that upon
     demand by an indemnified person, at any time or from time to time, it will
     promptly reimburse such indemnified person for any loss, claim, damage,
     liability, cost or expense actually and reasonably paid by the indemnified
     person as to which the Company has indemnified such person pursuant hereto.
     Notwithstanding the foregoing provisions of this Paragraph 7(A), any such
     payment or reimbursement by the Company of fees, expenses or disbursements
     incurred by an indemnified person in any proceeding in which a final
     judgment by a court of competent jurisdiction (after all appeals or the
     expiration of time to appeal) is entered against the Placement Agent or
     such indemnified person based upon specific finding of fact that the
     Placement Agent or such indemnified person's gross negligence or willful
     misfeasance will be promptly repaid to the Company.
B.   The Placement Agent hereby agrees that it will indemnify and hold the
     Company and each officer, director, shareholder, employee or representative
     of the Company, and each person controlling, controlled by or under common
     control with the Company within the meaning of Section 15 of the 1933 Act
     or Section 20 of the 1934 Act or the Rules and Regulations, harmless from
     and against any and all loss, claim, damage, liability, cost or expense
     whatsoever (including, but not limited to, any and all reasonable legal
     fees and other expenses and disbursements incurred in connection with
     investigating, preparing to defend or defending any action, suit or
     proceeding, including any inquiry or investigation, commenced or
     threatened, or any claim whatsoever or in appearing or preparing for
     appearance as a witness in any action, suit or proceeding, including any
     inquiry, investigation or pretrial proceeding such as a deposition) to
     which the Company or such indemnified person of the Company may become
     subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any
     other federal or state law or regulation, common law or otherwise, arising
     out of or based upon (i) the material breach of any representation,
     warranty, covenant or agreement made by the Placement Agent in this
     Agreement, or (ii) any false or misleading information provided to the

                                       7
<PAGE>

     Company in writing by one of the Placement Agent's indemnified persons
     specifically for inclusion in the Offering Materials.
C.   The Investor hereby agrees that it will indemnify and hold the Placement
     Agent and each officer, director, shareholder, employee or representative
     of the Placement Agent, and each person controlling, controlled by or under
     common control with the Placement Agent within the meaning of Section 15 of
     the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations,
     harmless from and against any and all loss, claim, damage, liability, cost
     or expense whatsoever (including, but not limited to, any and all
     reasonable legal fees and other expenses and disbursements incurred in
     connection with investigating, preparing to defend or defending any action,
     suit or proceeding, including any inquiry or investigation, commenced or
     threatened, or any claim whatsoever or in appearing or preparing for
     appearance as a witness in any action, suit or proceeding, including any
     inquiry, investigation or pretrial proceeding such as a deposition) to
     which the Placement Agent or such indemnified person of the Placement Agent
     may become subject under the 1933 Act, the 1934 Act, the Rules and
     Regulations, or any other federal or state law or regulation, common law or
     otherwise, arising out of or based upon (i) the conduct of the Investor or
     its officers, employees or representatives in its acting as the Investor
     for the Offering, (ii) the material breach of any representation, warranty,
     covenant or agreement made by the Investor in the Offering Materials, or
     (iii) any false or misleading information provided to the Placement Agent
     by one of the Investor's indemnified persons.
D.   The Placement Agent hereby agrees that it will indemnify and hold the
     Investor and each officer, director, shareholder, employee or
     representative of the Investor, and each person controlling, controlled by
     or under common control with the Investor within the meaning of Section 15
     of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations,
     harmless from and against any and all loss, claim, damage, liability, cost
     or expense whatsoever (including, but not limited to, any and all
     reasonable legal fees and other expenses and disbursements incurred in
     connection with investigating, preparing to defend or defending any action,
     suit or proceeding, including any inquiry or investigation, commenced or
     threatened, or any claim whatsoever or in appearing or preparing for
     appearance as a witness in any action, suit or proceeding, including any
     inquiry, investigation or pretrial proceeding such as a deposition) to
     which the Investor or such indemnified person of the Investor may become
     subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any
     other federal or state law or regulation, common law or otherwise, arising
     out of or based upon the material breach of any representation, warranty,
     covenant or agreement made by the Placement Agent in this Agreement.

E.   Promptly after receipt by an indemnified party of notice of commencement of
     any action covered by Section 7(A), (B), (C) or (D), the party to be
     indemnified shall, within five (5) business days, notify the indemnifying
     party of the commencement thereof; the omission by one (1) indemnified
     party to so notify the indemnifying party shall not relieve the
     indemnifying party of its obligation to indemnify any other indemnified
     party that has given such notice and shall not relieve the indemnifying
     party of any liability outside of this indemnification if not materially
     prejudiced thereby. In the event that any action is brought against the
     indemnified party, the indemnifying party will be entitled to participate
     therein and, to the extent it may desire, to assume and control the defense
     thereof with counsel chosen by it which is reasonably acceptable to the
     indemnified party. After notice from the indemnifying party to such
     indemnified party of its election to so assume the defense thereof, the
     indemnifying party will not be liable to such indemnified party under such
     Section 7(A), (B), (C), or (D) for any legal or other expenses subsequently
     incurred by such indemnified party in connection with the defense thereof,
     but the indemnified party may, at its own expense, participate in such
     defense by counsel chosen by it, without, however, impairing the
     indemnifying party's control of the defense. Subject to the proviso of this
     sentence and notwithstanding any other statement to the contrary contained
     herein, the indemnified party or parties shall have the right to choose its
     or their own counsel and control the defense of any action, all at the
     expense of the indemnifying party if (i) the employment of such counsel
     shall have been authorized in writing by the indemnifying party in
     connection with the defense of such action at the expense of the
     indemnifying party, or (ii) the indemnifying party shall not have employed
     counsel reasonably satisfactory to such indemnified party to have charge of
     the defense of such action within a reasonable time after notice of
     commencement of the action, or (iii) such indemnified party or parties
     shall have reasonably concluded that there may be defenses available to it
     or them which are different from or additional to those available to one or
     all of the indemnifying parties (in which case the indemnifying parties
     shall not have the right to direct the defense of such action on behalf of
     the indemnified party or parties), in any of which events such fees and

                                       8
<PAGE>

     expenses of one additional counsel shall be borne by the indemnifying
     party; provided, however, that the indemnifying party shall not, in
     connection with any one action or separate but substantially similar or
     related actions in the same jurisdiction arising out of the same general
     allegations or circumstance, be liable for the reasonable fees and expenses
     of more than one separate firm of attorneys at any time for all such
     indemnified parties. No settlement of any action or proceeding against an
     indemnified party shall be made without the consent of the indemnifying
     party.
F.   In order to provide for just and equitable contribution in circumstances in
     which the indemnification provided for in Section 7(A) or 7(B) is due in
     accordance with its terms but is for any reason held by a court to be
     unavailable on grounds of policy or otherwise, the Company and the
     Placement Agent shall contribute to the aggregate losses, claims, damages
     and liabilities (including legal or other expenses reasonably incurred in
     connection with the investigation or defense of same) which the other may
     incur in such proportion so that the Placement Agent shall be responsible
     for such percent of the aggregate of such losses, claims, damages and
     liabilities as shall equal the percentage of the gross proceeds paid to the
     Placement Agent and the Company shall be responsible for the balance;
     provided, however, that no person guilty of fraudulent misrepresentation
     within the meaning of Section 11(f) of the 1933 Act shall be entitled to
     contribution from any person who was not guilty of such fraudulent
     misrepresentation. For purposes of this Section 7(F), any person
     controlling, controlled by or under common control with the Placement
     Agent, or any partner, director, officer, employee, representative or any
     agent of any thereof, shall have the same rights to contribution as the
     Placement Agent and each person controlling, controlled by or under common
     control with the Company within the meaning of Section 15 of the 1933 Act
     or Section 20 of the 1934 Act and each officer of the Company and each
     director of the Company shall have the same rights to contribution as the
     Company. Any party entitled to contribution will, promptly after receipt of
     notice of commencement of any action, suit or proceeding against such party
     in respect of which a claim for contribution may be made against the other
     party under this Section 7(D), notify such party from whom contribution may
     be sought, but the omission to so notify such party shall not relieve the
     party from whom contribution may be sought from any obligation they may
     have hereunder or otherwise if the party from whom contribution may be
     sought is not materially prejudiced thereby.
G.   The indemnity and contribution agreements contained in this Section 7 shall
     remain operative and in full force and effect regardless of any
     investigation made by or on behalf of any indemnified person or any
     termination of this Agreement.
H.   The Company hereby waives, to the fullest extent permitted by law, any
     right to or claim of any punitive, exemplary, incidental, indirect,
     special, consequential or other damages (including, without limitation,
     loss of profits) against the Placement Agent and each officer, director,
     shareholder, employee or representative of the placement agent and each
     person controlling, controlled by or under common control with the
     Placement Agent within the meaning of Section 15 of the 1933 Act or Section
     20 of the 1934 Act or the Rules and Regulations arising out of any cause
     whatsoever (whether such cause be based in contract, negligence, strict
     liability, other tort or otherwise). Notwithstanding anything to the
     contrary contained herein, the aggregate liability of the Placement Agent
     and each officer, director, shareholder, employee or representative of the
     Placement Agent and each person controlling, controlled by or under common
     control with the Placement Agent within the meaning of Section 15 of the
     1933 Act or Section 20 of the 1934 Act or the Rules and Regulations or the
     Company and each officer, director, shareholder, employee or representative
     of the Company and each person controlling, controlled by or under common
     control with the Company within the meaning of Section 15 of the 1933 Act
     or Section 20 of the 1934 Act or the Rules and Regulations shall not exceed
     the compensation paid by the Company and received by the Placement Agent
     pursuant to Section 2 hereof. This limitation of liability shall apply
     regardless of the cause of action, whether contract, tort (including,
     without limitation, negligence) or breach of statute or any other legal or
     equitable obligation.

                                       9
<PAGE>

8. Payment of Expenses.

The Company hereby agrees to bear all of the expenses in connection with the
Offering, including, but not limited to the following: filing fees, printing and
duplicating costs, advertisements, postage and mailing expenses with respect to
the transmission of Offering Materials, registrar and transfer agent fees,
escrow agent fees and expenses, fees of the Company's counsel and accountants,
issue and transfer taxes, if any.

9. Conditions of Closing.

The Closing shall be held at the offices of the Investor or its counsel. The
obligations of the Placement Agent hereunder shall be subject to the continuing
accuracy of the representations and warranties of the Company and the Investor
herein as of the date hereof and as of the Date of Closing (the "Closing Date")
with respect to the Company or the Investor, as the case may be, as if it had
been made on and as of such Closing Date; the accuracy on and as of the Closing
Date of the statements of the officers of the Company made pursuant to the
provisions hereof; and the performance by the Company and the Investor on and as
of the Closing Date of its covenants and obligations hereunder and to the
following further conditions:

     A.   Upon the effectiveness of a registration statement covering the
          Standby Equity Distribution Agreement, the Investor and the Placement
          Agent shall receive the opinion of Counsel to the Company, dated as of
          the date thereof, which opinion shall be in form and substance
          reasonably satisfactory to the Investor, their counsel and the
          Placement Agent.

     B.   At or prior to the Closing, the Investor and the Placement Agent shall
          have been furnished such documents, certificates and opinions as
          either may reasonably require for the purpose of enabling them to
          review or pass upon the matters referred to in this Agreement and the
          Offering Materials, or in order to evidence the accuracy, completeness
          or satisfaction of any of the representations, warranties or
          conditions herein contained.
     C.   At and prior to the Closing, (i) there shall have been no material
          adverse change nor development involving a prospective change in the
          condition or prospects or the business activities, financial or
          otherwise, of the Company from the latest dates as of which such
          condition is set forth in the Offering Materials; (ii) other than as
          disclosed in Schedule 4.3 of the Standby Equity Distribution
          Agreement, there shall have been no transaction, not in the ordinary
          course of business entered into by the Company on the date hereof
          which has not been disclosed in the Offering Materials or to the
          Placement Agent in writing; (iii) except as set forth in the Offering
          Materials, the Company shall not be in default under any provision of
          any instrument relating to any outstanding indebtedness for which a
          waiver or extension has not been otherwise received; (iv) except as
          set forth in the Offering Materials, the Company shall not have issued
          any securities (other than those to be issued as provided in the
          Offering Materials) or declared or paid any dividend or made any
          distribution of its capital stock of any class and there shall not
          have been any change in the indebtedness (long or short term) or
          liabilities or obligations of the Company (contingent or otherwise)
          and trade payable debt; (v) no material amount of the assets of the
          Company shall have been pledged or mortgaged, except as indicated in
          the Offering Materials; and (v) no action, suit or proceeding, at law
          or in equity, against the Company or affecting any of its properties
          or businesses shall be pending or threatened before or by any court or
          federal or state commission, board or other administrative agency,
          domestic or foreign, wherein an unfavorable decision, ruling or
          finding could materially adversely affect the businesses, prospects or
          financial condition or income of the Company, except as set forth in
          the Offering Materials.
     D.   If requested at Closing the Investor and the Placement Agent shall
          receive a certificate of the Company signed by an executive officer
          and chief financial officer, dated as of the applicable Closing, to
          the effect that the conditions set forth in subparagraph (C) above
          have been satisfied and that, as of the applicable closing, the
          representations and warranties of the Company set forth herein are
          true and correct.

                                       10
<PAGE>

     E.   The Placement Agent shall have no obligation to insure that (x) any
          check, note, draft or other means of payment for the Common Stock will
          be honored, paid or enforceable against the Investor in accordance
          with its terms, or (y) subject to the performance of the Placement
          Agent's obligations and the accuracy of the Placement Agent's
          representations and warranties hereunder, (1) the Offering is exempt
          from the registration requirements of the 1933 Act or any applicable
          state "Blue Sky" law or (2) the Investor is an Accredited Investor.

10. Termination.

This Agreement shall be co-terminus with, and terminate upon the same terms and
conditions as those set forth in, the Standby Equity Distribution Agreement. The
rights of the Investor and the obligations of the Company under the Registration
Rights Agreement, and the rights of the Placement Agent and the obligations of
the Company shall survive the termination of this Agreement unabridged.

11. Miscellaneous.

     A.   This Agreement may be executed in any number of counterparts, each of
          which shall be deemed to be an original, but all which shall be deemed
          to be one and the same instrument.
     B.   Any notice required or permitted to be given hereunder shall be given
          in writing and shall be deemed effective when deposited in the United
          States mail, postage prepaid, or when received if personally delivered
          or faxed (upon confirmation of receipt received by the sending party),
          addressed as follows to such other address of which written notice is
          given to the others):

If to Placement Agent, to:           Newbridge Securities Corporation
                                     1451 Cypress Creek Road, Suite 204
                                     Fort Lauderdale, Florida 33309
                                     Attention:        Doug Aguililla
                                     Telephone:        (954) 334-3450
                                     Facsimile:        (954) 229-9937

If to the Company, to:               American Consolidated Management Group Inc.
                                     70 West Canyon Crest Rd - Suite D
                                     Alpine, UT 84004
                                     Attention:      Herschel Walker
                                     Telephone:         (888) 901-1900
                                     Facsimile:        (864) 848-1546

With a copy to:                      Richard Shanks, Esq.
                                     1455 West Loop South - Suite 200
                                     Houston, TX 77027
                                     Attention:       Richard Shanks, Esq.
                                     Telephone:     (713) 952-5662
                                     Facsimile:      (713) 952-5620

If to the Investor:                  Cornell Capital Partners, LP
                                     101 Hudson Street - Suite 3606
                                     Jersey City, New Jersey 07302
                                     Attention:        Mark A. Angelo
                                                       Portfolio Manager
                                     Telephone:        (201) 985-8300
                                     Facsimile:        (201) 985-8266

                                       11
<PAGE>

With Copies to:                      Butler Gonzalez LLP
                                     1416 Morris Avenue - Suite 207
                                     Union, New Jersey 07083
                                     Attention:        David Gonzalez, Esq.
                                     Facsimile:        (908) 810-0973
                                     Butler Gonzalez LLP

     C.   This Agreement shall be governed by and interpreted in accordance with
          the laws of the State of Utah without regard to the principles of
          conflict of laws. The parties further agree that any action between
          them shall be heard in Hudson County, New Jersey, and expressly
          consent to the jurisdiction and venue of the Superior Court of New
          Jersey, sitting in Hudson County, New Jersey and the United States
          District Court of New Jersey, sitting in Newark, New Jersey, for the
          adjudication of any civil action asserted pursuant to this paragraph.
          EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
          NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
          HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
          OR ANY TRANSACTION CONTEMPLATED HEREBY.
     D.   This Agreement and the other agreements referenced herein contain the
          entire understanding between the parties hereto and may not be
          modified or amended except by a writing duly signed by the party
          against whom enforcement of the modification or amendment is sought.
     E.   If any provision of this Agreement shall be held to be invalid or
          unenforceable, such invalidity or unenforceability shall not affect
          any other provision of this Agreement.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       12
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.


                                   COMPANY:
                                   AMERICAN CONSOLIDATED MANAGEMENT GROUP INC.

                                   By: /s/ Herschel Walker
                                      ------------------------------------
                                   Name: Herschel Walker
                                   Title: Chief Executive Officer


                                   PLACEMENT AGENT:
                                   NEWBRIDGE SECURITIES CORPORATION

                                   By: /s/ Guy S. Amico
                                      ------------------------------------
                                   Name: Guy S. Amico
                                   Title: President

                                   INVESTOR:
                                   CORNELL CAPITAL PARTNERS, LP

                                   By: Yorkville Advisors, LLC
                                   Its: General Partner


                                   By: /s/ Mark A. Angelo
                                      ------------------------------------
                                   Name: Mark A. Angelo
                                   Title: Portfolio Manager

                                       13