February 1, 2001, by and between

                                   TradinGear.com, Inc. and Kim Hemphill





                       CONSULTING AGREEMENT





THIS CONSULTING AGREEMENT, made as of the 1st day of February, 2001, by and

between TradinGear.com, Inc., a New York corporation, ("Company"), with its

principal offices located at 39 Broadway, Suite 740, New York, New York 10006

and Kim Hemphill, located at 16006 East Jacobs Road, Spokane, Washington 99217

("Consultant").



                       W I T N E S E T H:



BACKGROUND. Consultant is expert in business consulting, including the

development and implementation of a business plan    and the Company is

desirous of obtaining the services of Consultant and Consultant is willing to

consult with the Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and

agreements contained herein, the parties hereto intending to be legally bound

hereby agree as follows:



1. Certain Definitions. As used in this Agreement, the following terms shall

have the following meanings:

     (a) "Agreement" means this Consulting Agreement, as the same may, from

time to time, be amended in accordance with the provisions hereof.

     (b) "Cause" means, with respect to the Consultant, any:

               (i) Act of dishonesty;

               (ii) Act of malfeasance;

               (iii) Action taken in knowing contradiction to the  best

interests of the Company;

               (iv) Commission of a "Prohibited Act" as defined herein;

               (v) Refusal to perform job functions reasonably required of

the Consultant under this Agreement; or

               (vi) Any other act which has a direct, substantial and

adverse effect on the Company's reputation or business.

     (c) "Company" means and includes TradinGear.com, Inc. and all of its

subsidiaries and the respective successors and assigns of the Company and such

subsidiaries, whether now or hereafter existing.

     (d) "Competing Organization" means any person or legal entity engaged

in, about to engage in, or intending to engage in, research, or development,

of computer software for use in the securities industry.

     (e) "Customer" means any individual, firm, partnership, corporation,

company, joint venture or governmental or military unit or any other entity or

any parent, subsidiary or affiliate of any of them which deals in, or is

negotiating or has a contract with the Company for the purchase of, any of the

Company's products or services.

     (g) "Secret or Confidential Information" means any unpublished ideas or

any compilations of information kept confidential by the Company in the

operation of its business and which gives or can give to the Company an

advantage over its competitors, including, by way of illustration but not

limitation: programming, software development, agreements, memoranda, cost and

financial data, procedures, customer lists, marketing plans and business

forecasts.

     (h) "Prohibited Act" means participating in any capital-raising

transaction on behalf of the Company, or directly or indirectly promoting or

maintaining a market for the Company's securities.

     (i) "Term" means the two (2) year period beginning on the date hereof.





2. Engagement of Consultant. The Company hereby appoints and engages

Consultant as a consultant and advisor with respect to the matters, and for

the activities, specified in Paragraph 3 hereof, for the Term set forth in

Paragraph l(i) above and for the compensation payable as set forth in

Paragraph 7 hereof. Consultant hereby accepts the aforesaid appointment and

engagement in consideration of the aforesaid compensation. Company may

terminate the engagement of Consultant at any time for Cause as defined

herein.



3. Scope of Services. Consultant agrees that, throughout the Term, he shall

provide such consulting services and advice pertaining to the development and

implementation of the Company's business plan, as and when the Company may

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