Penny King Holdings Corporation
                      National Capital Merchant Group, Ltd.
                              613 Coral Reef Drive
                          Gaithersburg, Maryland 20878
                       (240) 683-8844; Fax (520) 447-1285


                     FINANCIAL CONSULTING SERVICES AGREEMENT
                     ---------------------------------------


         This Financial Consulting Services Agreement (The Agreement) is entered
this 5th day of December , 2001 by and between Penny King Holdings  Corporation,
a Delaware Corporation, and National Capital Merchant Group, Ltd. (Consultant) a
Bahamas Corporation and FONECASH,  INC., (Client), a Delaware Corporation,  with
reference to the following:

                                    RECITALS

         A. The Client desires to be assured of the  association and services of
the Consultant in order to avail itself of the Consultants  experience,  skills,
abilities,   knowledge,  and  background  to  facilitate  long  range  strategic
planning,  and to advise the Client in business and/or financial  matters and is
therefore  willing to engage the  Consultant  upon the terms and  conditions set
forth herein;

         B. The  Consultant  agrees to be engaged and retained by the Client and
upon the terms and conditions set forth herein.

         NOW,  THEREFORE,  in  consideration  of the  foregoing,  of the  mutual
promises  hereinafter  set forth and for other good and valuable  consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         1.  Engagement.  Client hereby  engages  Consultant on a  non-exclusive
             ----------
basis,  and  Consultant  hereby  accepts  the  engagement  to become a financial
consultant to the Client and to render such advice,  consultation,  information,
and services to the Directors  and/or Officers of the Client  regarding  general
financial and business matters including, but not limited to:

               A. Mergers and acquisitions  advisory,  reorganizations,  reverse
mergers, divestitures, and capital sources, due diligence studies; and

               B. Capital  structures,  banking  methods and systems,  financial
transactions; and

               C. Periodic  reporting as to developments  concerning the general
financial  markets and public  securities  markets and industry  which may be of
interest or concern to the Client or the Clients business; and


<PAGE>

               D. Broker/dealer and institutional investor relations for Client.

               It  shall be  expressly  understood  that  Consultant  shall  not
provide any advice or services to Client with respect to any  proposed  offering
of securities by Client or any affiliate. Consultant shall have no power to bind
Client to any contract or obligation or to transact any business in Clients name
or on behalf of Client in any manner.

         2. Term. The term (Term) of this  Agreement  shall commence on the date
            ----
hereof  and  continue  for  twelve ( 12 ) months.  Both  parties  upon terms and
conditions  agreed  to  by  the  parties,  unless  or  until  the  Agreement  is
terminated,  may extend the Agreement  upon  agreement.  Either party may cancel
this  Agreement upon five days written notice in the event either party violates
any material provision of this Agreement and fails to cure such violation within
five (5) days of written  notification  of such  violation from the other party.
Such cancellation  shall not excuse the breach or  non-performance  by the other
party or relieve the breaching  party of its  obligation  incurred  prior to the
date of cancellation.

         3. Compensation and Fees. As consideration for Consultant entering into
            ---------------------
this Agreement, Client shall pay Consultant the following:

               A. A cash engagement fee (Engagement Fee) of $25,000,  payable in
the  form of Two  Hundred  Fifty  Thousand  (250,000)  free  trading  shares  of
FONECASH, INC.(symbol FCSH OTC BB) upon the execution of this Agreement.

               B.  Certificates  representing  an  aggregate of Two Million Five
Hundred Thousand (2,500,000) shares of common stock, $.0001 par value, of Client
(the Shares).  The Shares,  when issued to Consultant,  will be duly authorized,
validly  issued and  outstanding,  fully paid and non assessable and will not be
subject to any liens or encumbrances.

               C.  Warrants to purchase  shares of common stock of Client in the
amount of Two Million  Five  Hundred  Thousand  (2,500,000)  warrants or options
exercisable  at $.20 per  share on or prior  to three  (3)  years  from the date
hereof.

               Securities  shall be issued to Consultant  in  accordance  with a
mutually acceptable plan of issuance as to relieve securities or Consultant from
restrictions  upon  transferability  of shares  in  compliance  with  applicable
registration  provisions  or  exemptions.  The  sum of  $250,000.00  cash  to be
released  to Client  within  five (5)  business  days of delivery of the shares,
warrants and engagement fee to Escrow Agent as determined by Consultant.

         4.   Exclusivity;   Performance;   Confidentiality.   The  services  of
              ---------------------------------------------
Consultant  hereunder shall not be exclusive,  and Consultant and its agents may
perform similar or different  services for other persons or entities  whether or
not they are competitors of Client.  Consultant shall be required to expend only
such time as is  necessary  to services to Client in a  commercially  reasonable



<PAGE>

manner.  Consultant  acknowledges  and agrees  that  confidential  and  valuable
information  proprietary  to Client and obtained  during its  engagement  by the
Client,  shall not be,  directly  or  indirectly,  disclosed  without  the prior
express  written  consent of the Client,  unless and until such  information  is
otherwise  known  to  the  public  generally  or is  not  otherwise  secret  and
confidential.

         5. Independent Contractor. In its performance hereunder, Consultant and
            -----------------------
its agents shall be an  independent  contractor.  Consultant  shall complete the
services  required  hereunder  according  to his own means and  methods of work,
which shall be in the exclusive charge and control of Consultant and which shall
not be subject to the control or supervision of Client, except as to the results
of the  work.  Client  acknowledges  that  nothing  in this  Agreement  shall be
construed to require  Consultant  to provide  services to Client at any specific
time, or in any specific place or manner. Payments to Consultant hereunder shall
not be subject to withholding  taxes or other  employment taxes as required with
respect to compensation paid to an employee.

         6. Miscellaneous.  No waiver of any of the provisions of this Agreement
            -------------
shall be deemed or shall  constitute  a waiver  of any  other  provision  and no
waiver shall constitute a continuing  waiver.  No waiver shall be binding unless
executed in writing by the party making the waiver. No supplement, modification,
or amendment of this Agreement  shall be binding  unless  executed in writing by
all parties. This Agreement constitutes the entire agreement between the parties
and supersedes any prior agreements and  negotiations.  There are no third party
beneficiaries of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
on the date first written above.


                                             "Client"

                                             /s/ Daniel E. Charboneau
                                             -----------------------------------
                                          By:Daniel E. Charboneau, its President



                                             "Consultant"

                                             /s/ Gabor Sandor Acs
                                          By:Gabor Sandor Acs, its President
                                             -----------------------------------
                                             For: Penny King Holding Corporation



                                             /s/ Tim R.Chamberlain
                                             -----------------------------------
                                             By Tim R. Chamberlain
                                             For: National Capital
                                             Merchant Group, Ltd




<PAGE>




                              DELIVERY INSTRUCTIONS

                    BY MAIL: Penny King Holdings Corporation
                      National Capital Merchant Group, Ltd.
                            c/o 613 Coral Reef Drive
                          Gaithersburg, Maryland 20878




          Daniel E. Charboneau,
          President 90 Park Avenue,
          Suite 1700
          New York, NY 10016