<SEQUENCE>6

<FILENAME>0006.txt

<DESCRIPTION>CONSULTING AGREEMENT

<TEXT>







                                                                         EXHIBIT

                                                                             4.6







                              CONSULTING AGREEMENT

                                      WITH

                                JAMES R. HODGDON





<PAGE>





                              CONSULTING AGREEMENT



     This Consulting Agreement (Agreement) is made and entered into as of this

1st day of January, 2001, by and between J-Bird Music Group LTD, of Wilton,

Connecticut (The Principal), and James R. Hodgdon of Fairfield, Connecticut

(Consultant), with reference to the following facts:



     A.   Consultant possesses special skills, knowledge and qualifications

          beneficial to the business of the Principal.



     B.   The parties hereto desire to enter into an Agreement under which

          Consultant will provide services to the Principal.



     C.   The parties intend that Consultant shall be an independent contractor

          with the Principal under this Agreement and not an employee of the

          Principal.



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

contained herein, and for other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties hereto agree as

follows:



     1. Engagement and Term. The Principal hereby engages the services of the

Consultant and the Consultant accepts such engagement on the terms and

conditions set forth herein for a term commencing as of January 1, 2001 and

terminating on December 31, 2001.



     2. Duties. Consultant shall be engaged to provide consulting services for

the Principal with respect to the conduct of its business described above.

Consultant shall perform such duties pertaining to the Principal's business as

the Principal and Consultant shall from time to time mutually agree in

connection with the Principals business. Consultants primary responsibilities

are in the Investor Relation and Public Relations departments. Consultant will

coordinate company news and disseminates information to investors and is the

primary contact person for fielding inquiries. Additionally, Consultant will be

the primary contact for working with the broker community in helping to promote

J-Bird stock.



     3. Nature of Services. Consultant agrees to perform diligently and to the

best of his talents, skills and expertise, all services which it is required to

perform under this Agreement and to devote such productive time thereto as

Consultant reasonably determines to be necessary and appropriate to fulfill

Consultant's obligation hereunder. Consultant shall not delegate the performance

of any such services to any other person, firm or corporation without the prior

written consent of the Principal. Consultant shall have the right to engage in

any other gainful activities and businesses in its sole and absolute discretion,

provided that Consultant hereby agrees that it shall not engage in any

activities or businesses which conflict or compete with the activities and

business of the Principal. Consultant's services hereunder need not be performed

at the Principal's offices. The Consultant agrees to provide seven (7) hours of

consulting a week to the Principal and it's associates and agrees to physically

come to the Principal's office once a month or as mutually agreed.



<PAGE>



     4. Compensation. The Principal shall pay to Consultant, and Consultant

agrees to accept as payment in full for all services rendered by it to the

Principal during the term hereof as compensation, 2 million restricted and

unregistered shares (the " Shares") of J-Bird Music Group LTD common stock for

the year. Said shares are sellable to pursuant to Rule 144 one year after

receipt and freely tradable two years after receipt.

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