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                                                                    Exhibit 10.4



                              CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into
on this     day of May, 2001 by and between Pathfinder International Group, Inc.
("the Consultant") whose business address is at 33 11th Avenue, Huntington
Station, New York 11746 and Pro Elite, Inc. (PETE) (the "Client") whose
principal business is 100 Dorigo Lane, for the benefit of Pro Elite, Inc.
(PETE) (state) NJ Corporation.

         WHEREAS, the Consultant is willing and capable of providing various
consulting services, herein after defined, for Client and on behalf of PETE; and

         WHEREAS, the Client desires to retain the Consultant and the Consultant
desires to be retained in that capacity upon the terms and conditions herein
after set forth.

         NOW, THEREFORE, in consideration of the mutual promises and Agreements
hereinafter set forth, the recipient and sufficiency of which are hereby
acknowledged, the parties hereto agree as fellows:

1.    CONSULTING SERVICES. The Client hereby retains the Consultant for the
      benefit of PETE as an independent consultant to the Client for the benefit
      of PETE and the Consultant hereby accepts and agrees to such retention.
      The Consultant shall render to the Client for the benefit of PETE such
      services as set forth in Exhibit A attached hereto and by reference
      incorporated herein.

      It is acknowledged and agreed by the Client that the Consultant is not
      rendering legal advice or performing accounting services, nor acting as an
      investment advisor or broker-dealer within the meaning of applicable state
      and federal securities laws. The Consultant understands that the
      consulting advisory services to be provided to the Client hereunder shall
      not be rendered in connection with the offer and sale of securities in a
      capital raising transaction.

      It is further acknowledged that the entire objective of the service to be
      performed by the Consultant is to gain exposure of the Client through an
      informational campaign, and not to artificially inflate share prices,
      trading volume or any other prohibited activity.

      Consultant acknowledges that it is providing services hereunder as an
      independent contractor. Accordingly, Consultant agrees that any taxes
      associated with the performance of its services hereunder shall be its
      sole responsibility. Consultant further agrees that nothing herein shall
      create a relationship of partners or joint ventures between Consultant and
      the Client and, except as otherwise set forth herein, nothing herein shall
      be deemed to authorize Consultant to obligate or bind the Client to any
      commitment without the prior written consent of the Client in each
      instance.

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      Consultant represents that it is knowledgeable of all applicable rules and
      regulations of the Securities and Exchange Commission and the National
      Association of Securities Dealers and will abide by and follow the same
      with respect to all actions taken by Consultant in connection with this
      Agreement.

2.    TIME, PLACE AND MANNER OF PERFORMANCE. The Consultant shall be available
      for advise and counsel to the Client regarding INVESTOR RELATIONS at such
      reasonable and convenient times and places as may be mutually agreed upon.
      Except as aforesaid, the time, place and manner of performance of the
      services hereunder, including the amount of time to be allocated by the
      Consultant to any specific service, shall be determined in the sole
      discretion of the Consultant.

3.    TERM OF AGREEMENT. The term of this Agreement shall commence on the date
      hereof and the services outlined in Exhibit A shall be conducted for a
      period of Three (3) months as identified in Exhibit B; Subject, however,
      to prior termination as hereinafter provided.

4.    COMPENSATION. In full consideration of the services to be provided for the
      Client by the Consultant, as fully set forth in Exhibit B, upon execution
      of this Agreement, the Client agrees to compensate Consultant in the
      manner set forth on Exhibit B.

5.    EXPENSES. Consultant shall be solely responsible for all expenses and
      disbursements in connection with its performance under this Agreement,
      except for those to be paid by Client as set forth in Exhibit B.

6.    TERMINATION. Consultant shall have the right, in its sole and absolute
      discretion, to terminate its obligations hereunder and to immediately
      cease providing services pursuant to this agreement if Consultant, in the
      exercise of its reasonable judgment, believes that the representations and
      warranties made by Client hereunder are inaccurate in any material respect
      or if Client breaches any of its covenants and agreements contained herein
      or if any federal or state governmental agency or instrumentality
      institutes an investigation or suit against Client or pertaining to the
      services hereunder.

7.    EARLY TERMINATION. In the event Client fails or refuses to cooperate with
      Consultant, or fails or refuses to make timely payments of the
      compensation set for above or in exhibit "B", the Consultant shall have
      the right to terminate any further performance under this Agreement. In
      the event, and upon notification thereof, compensation pursuant to
      Schedule "B" or above, shall become immediately due and payable and/or
      deliverable, and Consultant shall be entitled to receive and retain the
      same as liquidated damages and not as a penalty, in lieu of all other
      remedies the parties hereby acknowledged and agree that it would be too
      difficult currently to determine the exact extent of Consultant's damages,
      but that the receipt and the retention of such compensation is a
      reasonable present estimate of such damage.


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8.    CONFIDENTIALITY. The Consultant recognizes and acknowledges that it has
      and shall have access to certain confidential information of the Client
      and its affiliates (INCLUDING INSIDER INFORMATION) that is valuable,
      special and unique assets and property of the Client and such affiliates.
      The Consultant shall not, during or after the term of this Agreement,
      disclose without the prior written consent or authorization of the Client,
      any such material to any person, except to authorize representatives of
      the Consultant or its affiliates for any reason or purposed whatsoever.

      Consultant reports are not intended to be used in the offering of
      securities. Accordingly, Client must agree to each of the points listed
      below and to indemnify Consultant for any breach of these representations
      and covenants.

            I     Client will immediately notify Consultant if it intends to
                  make any private or public offerings of securities, including
                  S-8 or Regulation S.

            II    Client will immediately notify Consultant in advance of any
                  insider selling of clients stock.

            III   Client will not use Consultant's report in connection with any
                  offering of securities without the prior written consent of
                  Consultant.

            IV    Client shall not issue any S-8 or Regulation S stock
                  certificates as compensation to Consultant.

      A     In that Consultant's shareholders, officers, employees and/or
            members of their families may hold a position in and engage in
            transactions with respect to Client securities, and in light of the
            fact that Consultant imposes restrictions on such transactions to
            guard against trading on the basis of non-public information Client
            shall contemporaneously notify Consultant if any information or data
            being supplied to Consultant has been generally released or
            promulgated.

9.    CONFLICT OF INTEREST. The Consultant shall be free to perform services for
      other persons. Consultant shall notify the Client with respect to
      Consultant's performance as it pertains to consulting services for any
      other person or entity that potentially could conflict with Consultant's
      obligations under this Agreement. Upon receiving such notice, the Client
      may terminate this Agreement or consent to the Consultant's other
      consulting activities.

10.   REPRESENTATIONS OF THE CLIENT. The Client hereby represents that to the
      best of its knowledge, all documents, news or other information produced
      and distributed by the Client, or any person or entity acting on its
      behalf, has been factual, complete and truthful. Further, the Client
      represents that, to the best of its knowledge, neither it nor any person
      or entity acting on its behalf, has knowingly, negligently or recklessly
      distributed or produced information relating to the Client that violates
      any local, state and federal law or statute. Further, the Client
      represents that, to the best of its knowledge, all future information
      provided by the Client, or any other person or entity acting on its
      behalf, shall be factual, complete and truthful, and neither the Client or
      any person or entity acting on its behalf, shall knowingly, negligently or
      recklessly violate any local, state or federal law or statute.


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11.   DISCLAIMER OF RESPONSIBILITY FOR ACTS OF THE CLIENT. The obligations of
      the Consultant of services described in this Agreement consist solely of
      the furnishing of information and advise to the Client and those services
      identified in Exhibit A hereto. In no event shall the Consultant be
      required by this Agreement to represent or make management decisions for
      the Client. All final decisions with respect to acts and omissions of the
      Client or any of its affiliates and/or subsidiaries, shall be those of the
      Client or its affiliates, and Consultant shall under no circumstances be
      liable for any expense incurred or loss suffered by the Client as a
      consequence of such acts or omissions.

      A Client representative shall provide the Consultant with factual
      information pertaining to the Client. Any news relating to the Client
      which was actually provided to Consultant by the Client, deemed untrue by
      any regulatory body, is the SOLE responsibility of the Client, and the
      Consultant is in no way liable for any misrepresentations made by the
      Client and relied upon by the Consultant. All news articles or other
      information written or spoken pertaining to Client shall be approved in
      writing by the Client, prior to the dissemination thereof. As well, the
      Consultant agrees not to misrepresent the Client.

      The Consultant shall make every effort to fully disclose compensation, and
      potential conflicts of interest to the public, in accordance with the
      Securities Act of 1933, Section 17(b), which requires specific disclosure
      about compensation for promotional services. The Consultant shall, as a
      course of business, fully disclose its compensation, and insists that all
      other related parties do so as well.

12.   INDEMNITY. Client agrees to indemnify and hold harmless Consultant and its
      affiliates from and against any and all losses, claims, damages and
      liabilities, related to or arising out of any breach by Client of its
      representations covenants or agreements made by Client herein. Consultant
      agrees to indemnify and hold harmless Client and its affiliates from and
      against any and all losses, claims, damages and liabilities, related to or
      arising out of any breach by Consultant of its representations covenants
      or agreements made by Consultant herein.

13.   NOTICES. Any notices required or notices permitted to be given under this
      Agreement shall be sufficient if in writing and delivered or sent by
      registered or certified mail or overnight courier to the principal offices
      of each party.

14.   WAIVER OR BREACH. Any waiver by either party of a breach of any provision
      of this Agreement by the other party shall not operate or be construed as
      a waiver of any subsequent breach by any party.

15.   ASSIGNMENT. This Agreement and the rights and obligations of the
      Consultant hereunder shall not be assignable without the written consent
      of the Client.


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16.   APPLICABLE LAW. It is the intention of the parties hereto that this
      Agreement and the performance hereunder and all suits and special
      proceeding hereunder be construed in accordance with and under and
      pursuant to the laws of the State of New York and in the event of any
      action, special proceeding or other proceedings that may be brought
      arising out of or in connection with this Agreement, including the
      performance of this Agreement shall be brought only in a court of
      competent jurisdiction within the State of New York.

17.   SEVERABILITY. All Agreements and covenants contained herein are severable,
      and in the event any of them shall be held to be invalid by any competent
      court, the Agreement shall be interpreted as if such invalid Agreement or
      covenants were not contained herein.

18.   ENTIRE AGREEMENT. This Agreement constitutes and embodies the entire
      understanding between the parties and supercedes and replaces all prior
      understandings, agreements and negotiations between the parties.

19.   WAIVER AND MODIFICATIONS. Any waiver, alteration or modification of any of
      the provisions of this Agreement shall be valid only if made in writing
      and signed by the parties hereto. Each party hereto, from time to time,
      may waive any of its rights hereunder without affecting a waiver with
      respect to any subsequent occurrences or transactions hereof.

20.   ATTORNEYS' FEES AND COSTS. In the event of any dispute arising out of the
      subject matter of this Agreement, the prevailing party shall recover, in
      addition to any damages assessed, its attorney's fees and court costs
      incurred in litigating or otherwise settling or resolving such a dispute.
      In construing this Agreement, none of the parties hereto shall have any
      term or provision construed against such party solely by reason of such
      party having drafted the same.

2l.   COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed
      simultaneously in two or more counterparts, each of which shall be deemed
      an original, but all of which taken together shall constitute one and the
      same instrument. Execution and delivery of this Agreement by exchange of
      facsimile copies bearing the facsimile signature of the party hereto shall
      constitute a valid and binding execution and delivery of this Agreement by
      such party. Facsimile copies shall constitute enforceable original
      documents.

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


      CLIENT: Pro Elite, Inc.   CONSULTANT: Pathfinder International Group, Inc.
             ----------------              -------------------------------------
      BY: /s/ Bob Polsky        BY:
         --------------------      ---------------------------------------------
      DATE: 9/20/01             DATE:
           ------------------        -------------------------------------------


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                                    Exhibit A
                                   WITNESSTH:


CONSULTANT SERVICES

WHEREAS: Consultant agrees to perform the following designated by X Services:


WHEREAS: Consultant has the authority to strategically provide services at
Consultants Professional discretion.

 X  1. One informational website for a period of ( ) months
---
       The Websites shall provide:
       Comprehensive overview of Client Company
       Company management
       Pending or late breaking news

 X  2. EMail Client information to all existing subscribers
---

 X  3. Broker Contact / Market Maker Contact
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       Implement a telephone and facsimile contact program to financial brokers
       and market makers

 X  4. News releases, includes broadcast fax to all interested parties.
---

 X  5. Lead generation programs reaching thousands of investors.
---

 X  6. Broker Sheets
---
       This is a concise brief information piece primarily used to brokers to
       help explain the company to their clients.

 X  7. Research report
---
       This is a four-page research report describing in detail the particulars
       of the Client Company.

    8. Road Shows
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       Sample cities may include major market areas to include but not limited
       to New York, Chicago, Philadelphia, Los Angeles, San Diego, and San
       Francisco. We will reach approximately 300 to 350 brokers, fund managers
       and financial advisors.

 X  9. Other Services
---
       HELP FORMULATE AN EFFECTIVE CAPITAL RAISE PROGRAM WITH A TARGET OF
       -------------------------------------------------------------------------
       $150,000 - $200,000.
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                                    EXHIBIT B

      COMPENSATION. The Client agrees to pay Pathfinder the sum of $ 120,000.00
      Using 266,666 of free trading Common Stock in Client ("the shares") and
      133,331 of 144 stock. Shares shall be duly and validly issued, fully paid
      and non-assessable and shall not be issued in violation of any
      pre-emptive right of any stockholders of Client. The shares shall be
      issued in compliance with the exemption from the registration requirements
      of the Securities Act of 1933 ("the Act") provide by section 4 (2) of the
      Act and/or pursuant to Rules 505 and 506 of the General Rules and
      Regulations under the Securities Act of 1933.

      If compensation is paid in shares, concurrently with the issuance of the
      Shares, Client will execute and deliver the Registration Rights Agreement
      attached hereto under which the Client agrees to register the Shares for
      sale in compliance with the Act as therein provided and to comply with all
      conditions necessary or required to enable the Shares to be sold pursuant
      to Rule 144 of the General Rules and Regulations under the Securities Act
      of 1933. The 266,666 shares shall be turned over to Pathfinder at the time
      of the signing of this agreement. The balance of the 133,333 144 stock
      shall be tendered to Pathfinder within 30 days of the signing of this
      contract.

      Should the Company affect payment of this Agreement by the tender of
      free-trading Client shares belonging to individuals, the Client assures
      and guarantees Pathfinder that the Client will not reimburse the
      individuals for shares given Pathfinder.

      The shares, if any to be issued to Pathfinder shall be approved for
      issuance with the rules and regulations of any stock exchange on which the
      shares are listed for trading or by the NASDAQ if the shares are listed
      for trading thereon and shall be issued in compliance with the appropriate
      federal or state governmental rules and regulations.

      Client acknowledges that the consideration to be paid to Pathfinder shall
      be fully earned on the date that Pathfinder commences providing services
      under the agreement regardless of whether the agreement is terminated as
      provided in the agreement prior to completion of all services,

      Client agrees to pay or reimburse Pathfinder for all expense arising out
      of or related to the provision of services by Pathfinder under the
      agreement to the extent provided in the Agreement.

      All monies payable hereunder shall be in U.S. funds and drawn on U.S.
      Banks. The parties acknowledge in negotiating the fee they recognize that
      the services will probably not be delivered in equal monthly segments, but
      may be substantial during the earlier portion of the terms and less
      thereafter as relationships and communication lines are established. Thus
      part of the compensation for earlier services will be deferred and
      therefore any lessening of services shall not constitute a breach or
      termination hereof and the level fee shall continue.


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      The services are being performed for Client PRO ELITE. Representation is
      hereby made by Client PRO ELITE that it is a non-controlling party.

            CONSULTING SERVICES 1-6 or 1-8 above are the only service
            combinations.

            PLEASE INDICATE WITH AN "X" MARK THE SERVICES YOU WISH TO BE
            PERFORMED:
        X   Fee is for services 1-6
       ---
            Fee is for services 1-8
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