FEE AGREEMENT

                                                                  EXHIBIT 10.16

                                  FEE AGREEMENT

This FEE AGREEMENT (this "Agreement") made as of April 23, 2001 is by and
between XxxxxxxXxxxxx.xxx, Inc., a Delaware corporation, with its principal
place of business at 0000 X. Xxxxxxxx Xxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx
00000, and Xxxxxxx X. Xxxxxx, with his principal place of business at 0000 X.
Xxxxxxxx Xxxx Xxxx, Xxxx Xxxxx, Xxxxxxx 00000, ("Karsch").

                                R E C I T A L S:
                                 - - - - - - - -

The Company is a public company with a class of equity securities publicly
traded, and desires to retain Karsch to provide certain legal services.

Karsch desires to provide certain legal services to the Company in accordance
with the terms and conditions contained hereinafter.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the
parties hereto hereby agree as follows:

1. LEGAL SERVICES. During the term of this Agreement, Karsch is hereby retained
by the Company to provide legal services to the Company. Karsch shall provide
such services as reasonably requested by the Company during the term of this
Agreement, provided that nothing hereunder shall require Karsch to devote a
minimum number of hours per calendar month toward the performance of services
hereunder.

2. TERM. The term of this Agreement shall be for six months commencing as of the
date first written above and terminating one day prior to the first anniversary
hereof; provided, however, that this Agreement shall be renewable for subsequent
six-month terms, by mutual agreement of the parties in writing, at least thirty
(30) days prior to the expiration of the then current term.

3. COMPENSATION. In consideration for the performance of services hereunder, the
Company hereby agrees to pay Karsch the aggregate sum of 800,000 shares of the
Company's common stock as compensation for the term of this Agreement within 30
days of the execution of this Agreement. The Company hereby agrees to pay on a
pre-approval basis reasonable expenses incurred by Karsch in connection with
such services to be rendered hereunder.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.


KARSCH:                                         COMPANY:


 /s/ Xxxxxxx X. Xxxxxx                          By: /s/C. Xxxxxxxx Xxxxxxxx
 ---------------------------                        -----------------------
 Xxxxxxx X. Xxxxxx                              C. Xxxxxxxx Xxxxxxxx, Chairman