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                              CONSULTING AGREEMENT



         This CONSULTING AGREEMENT (the "Agreement") is dated as of December 12,

2003, by and between Barry Honig, an individual (the "Consultant") whose address

is 3290 Nw 53rd Circle, Boca Raton, Florida 33496 and Powerchannel Inc., whose

address is 16 North Main Street, Suite 395 New City, New York 10956 a Delaware

corporation (the "Company").



         WHEREAS, the Company is engaged in the sale of set-top boxes which

provide consumers with Internet access through their television sets (the

"Products");



         WHEREAS, the Company desires to continue to retain the Consultant and

to ensure the continued availability to the Company of the Consultant's

services, and the Consultant is willing to accept such appointment and render

such services, all upon and subject to the terms and conditions contained in

this Agreement; and



         THIS AGREEMENT SUPERCEDES ALL PRIOR AGREEMENTS AND/OR UNDERSTANDINGS

BETWEEN THE PARTIES, EXCEPT FOR THE COMPENSATION OWED FOR THE BALANCE OF THE

AGREEMENT DATED AUGUST 18 2003



        NOW, THEREFORE, in consideration of the premises and the mutual

covenants set forth in this Agreement, and intending to be legally bound, the

Company and the Consultant agree as follows:



         1. Term. The Company hereby retains the Consultant, and the Consultant

hereby accepts such appointment with the Company commencing on the date of this

Agreement and shall thereafter continue for a period of 12 months (the "Term"),

it being understood that either party may terminate this Agreement upon no less

than 30 days written notice unless terminated earlier in accordance with its

terms. Notwithstanding any termination of the consulting relationship, at the

end of the term or otherwise, the provisions of Sections 6 and 7 shall remain in

full force and effect and the provisions of Section 7 shall be binding upon the

legal representatives, successors and assigns of the Consultant.





         2.  Duties.





                                        1

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     (a) General Duties. The Consultant shall provide general business advice to

the Company concerning its current and proposed business. The Consultant shall

report directly to Steven Lampert, the Company's Chairman and Chief Executive

Officer or any other individual designated by Mr. Lampert. The Consultant shall

use his best efforts to perform his duties and discharge his responsibilities

pursuant to this Agreement competently, carefully and faithfully.



     (b) Specific Duties. Consultant has been retained by Company to provide

marketing services to the Company, specifically:



         (i)      Develop marketing strategies to help introduce and launch the

                  Company into the Hispanic and various other markets throughout

                  the United States;

         (ii)     Establish sales agencies to service such markets;

         (iii)    Expand the distribution of the Company's set-top boxes into

                  those markets;

         (iv)     Locate advertisers in these markets;

         (v)      Research marketing alliances/cross-partnerships among

                  appropriate partners;

         (vi)     Provide the Company with Consultant's sales contacts and

                  resources to help secure these relationships;

         (vii)    Represent the Company to appropriate partners and sponsors;

         (viii)   Provide ongoing coordination, partnership sales and

                  management support for the projects after launch;

         (ix)     Submit and execute media/marketing plans and budgets; and (x)

                  Perform services, as required, to support the above efforts.



     (c) Devotion of Time. The Consultant shall contribute up to 40 hours per

month during such hours and days as he deems appropriate to the affairs of the

Company. The Consultant shall not enter the employ of or serve as a consultant

to, or in any way perform any services with or without compensation to, any

other persons, business or organization that competes directly or indirectly,

with the Company, or participate in or assist any business which is a current or

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