EXHIBIT 10.1

                             EXHIBIT 10.1

           AGREEMENT BETWEEN FIRST PHILADELPHIA CAPITAL CORP.
                                 AND
                     FS CAPITAL MARKETS GROUP INC.

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      AGREEMENT between First Philadelphia Capital Corp.
("First Philadelphia Capital") and FS Capital Markets Group Inc.
("FSCMG").

      WHEREAS First Philadelphia Capital is a development stage
company that has no specific business plan and intends to merge,
acquire or otherwise combine with an unidentified company (the
"Business Combination");

      WHEREAS FSCMG assisted in the incorporation of
First Philadelphia Capital;

      WHEREAS FSCMG is a shareholder of First Philadelphia Capital
and desires that First Philadelphia Capital locate a suitable target
company for a Business Combination;

      WHEREAS First Philadelphia Capital desires that FSCMG assist
it in locating a suitable target company for a Business Combination;

      NOW THEREFORE, it is agreed:

      1.00  ACTIONS BY FSCMG. FSCMG agrees to assist in:

      1.01 The preparation and filing with the Securities and
Exchange Commission of a registration statement on Form 10-SB for
the common stock of First Philadelphia Capital;

      1.02 The location and review of potential target companies for
a Business Combination and the introduction of potential candidates
to First Philadelphia Capital;

      1.03 The preparation and filing with the Securities and
Exchange Commission of all required filings under the Securities
Exchange Act of 1934 until First Philadelphia Capital enters into a
Business Combination;

      2.00 PAYMENT OF FIRST PHILADELPHIA CAPITAL EXPENSES. FSCMG
agrees to pay on behalf of First Philadelphia Capital all corporate,
organizational and other costs incurred or accrued by
First Philadelphia Capital until effectiveness of a Business
Combination. FSCMG understands and agrees that it will not be
reimbursed for any payments made by it on behalf of First
Philadelphia Capital.

      3.00 INDEPENDENT CONSULTANT. FSCMG is not now, and shall not
be, authorized to enter into any agreements, contracts or
understandings on behalf of First Philadelphia Capital and FSCMG is
not, and shall not be deemed to be, an agent of First Philadelphia
Capital.

      4.00 USE OF OTHER CONSULTANTS.  First Philadelphia Capital
understands and agrees that FSCMG intends to work with consultants,
brokers, bankers, or others to assist it in locating business
entities suitable for a Business Combination and that FSCMG may
share with such consultants or others, in its sole discretion, all
or any portion of its stock in First Philadelphia Capital and may

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make payments to such consultants from its own resources for their
services. First Philadelphia Capital shall have no responsibility for
all or any portion of such payments.

      5.00 FSCMG EXPENSES. FSCMG will bear its own expenses incurred
in regard to its actions under this agreement.

      6.00 ARBITRATION. The parties hereby agree that any and all
claims (except only for requests for injunctive or other equitable
relief) whether existing now, in the past or in the future as to
which the parties or any affiliates may be adverse parties, and
whether arising out of this agreement or from any other cause, will
be resolved by arbitration before the American Arbitration
Association within the State of Pennysylvania.

      7.00  COVENANT OF FURTHER ASSURANCES. The parties agree to
take any further actions and to execute any further documents which
may from time to time be necessary or appropriate to carry out the
purposes of this agreement.

      8.00 PRIOR AGREEMENTS. This agreement constitutes the entire
agreement between the parties and memorializes the prior oral
agreement between the parties and all understandings between the
parties pursuant to such oral agreements are recorded herein. The
effective date herein is as of the earliest date of the oral
agreement between the parties.

      9.00 EFFECTIVE DATE. The effective date of this agreement is
as of December 29, 1999.

      IN WITNESS WHEREOF, the parties have approved and executed
this agreement.


                                 First Philadelphia Capital Corp.


                                 /s/ Xxxxxxx X.X. Xxx
                                 --------------------
                                 Xxxxxxx X.X. Xxx
                                 President



                                 FS Capital Markets Group Inc.


                                 /s/ Xxxxxxx X.X. Xxx
                                 --------------------
                                 Xxxxxxx X.X. Xxx
                                 President

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