Phon-Net.com Exhibit 10.1





                                  Exhibit 10.1

                              CONSULTING AGREEMENT


        This Consulting Agreement (the "Agreement") is entered into this 31st
day of October 2001 is by and amongst PHON-NET. COM, INC. (the "Company") and
Jeffrey Klein (The "Consultant").

        WHEREAS, Consultant is skilled in providing legal services; and
        WHEREAS, the Company desires to continue to engage Consultant to provide
legal services and the Consultant is expected to be called upon to handle a
variety of corporate matters relating to the operation of the Company, drafting
agreements and regulatory compliance;
        NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration receipt whereof is hereby acknowledged
it is agreed.
        1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non-exclusive basis pursuant to the terms and
conditions of this Consulting Agreement for a term commencing on execution of
this Agreement and terminating October 31, 2002.
        2. Consultant shall review and consult with management on proposed
contractual agreements presented to the Company during the term of this
Agreement. Consultant will be available on an "As Needed" basis as to the
structure and operations of any of its subsidiaries. Consultant shall prepare
required quarterly reports and the Company's annual report to be filed with the
Securities and Exchange Commission. Consultant shall not be required to prepare
or file any type of registration statement as part of this Agreement nor shall
Consultant be required to provide representation to the Company which results
from an activity outside of the Company's normal course of business including
but not limited to mergers and acquisitions.
        3. In consideration of the services to be provided, Consultant shall
receive a fee equal to 400,000 shares of the Company's common stock.
        4. The Company will register these shares pursuant to a registration
statement on Form S-8.
        5. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this Agreement and the
transactions provided for herein shall be deemed to have been given or delivered
when deposited in the United States Mail, registered or certified, and with
proper postage and registration or certification fees prepaid, addressed at
their principal place of business or to such other address as may be designated
by either party in writing.
        6. This Agreement shall be governed by and interpreted pursuant to the
laws of the state of Florida. By entering into this Agreement, the parties agree
to the jurisdiction of the Florida courts with venue in Palm Beach, County
Florida. In the event of any breach of this Agreement, the prevailing party
shall be entitled to recover all costs including reasonable attorney's fees.
        7. This Agreement may be executed in any number of counterparts, each of
which when so executed an delivered shall be deemed an original, and it shall
not be necessary, in making proof of this Agreement to produce or account for
more than one counterpart.





        IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.

        CONSULTANT:                              COMPANY:
                                                 PHON-NET.COM, INC.

       /s/Jeffrey Klein                          /s/Todd Violette
       --------------                            ----------------
       Jeffrey Klein                             Todd Violette, Chief
       Operating Officer