CONSULTING AGREEMENT

                              CONSULTING AGREEMENT

     CONSULTING AGREEMENT dated as of October 20, 1999 between XxxxxXxx.Xxx.,  a
Delaware  corporation  ("MAGC"),  and Commonwealth  Partners NY, L.L.C.,  with a
principal place of business at 000 X. 00xx Xxxxxx, Xxxxx 00X, Xxx Xxxx, Xxx Xxxx
00000 ("CPNY").

     WHEREAS:

     (A MAGC has done a private  placement of its Senior  Series A  Subordinated
Convertible Redeemable Debentures to BVH Holdings, L.L.C., HLKT Holdings, L.L.C.
and M & B Trading,  L.L.C.  ("Purchasers")  pursuant to Securities  Subscription
Agreements of even date between MAGC and Purchaser ("Agreement"); and


     (B MAGC wishes to  compensate  CPNY for  rendering  consulting  services in
connection with the Agreement and the private placement of its Debentures.

     NOW THEREFORE, it is agreed.

     1.   Compensation.    MAGC   shall   pay   CPNY   a   consulting   fee   of
$99.000("Fee"),which Fee shall also cover expenses, as follows: $16,500 upon the
execution of the Agreement, $11,000 60 days from the execution of the Agreement,
and 7 payments of $11,000 each made 30 business days thereafter for an aggregate
period of 210 business days (i.e.,  $77,000),  and $5,500 on the 240th  business
day from the date the  agreement  is  executed.  CPNY shall be paid such Fee, in
cash,  by the  Purchasers  who shall deduct the Fee from each of the  Debentures
payments made to MAGC.

     2.  Miscellaneous.  This Agreement (i) shall be governed by the laws of the
State of  Colorado;  (ii) may be  executed in  counterparts  each of which shall
constitute   an  original;   (iii)  shall  be  binding   upon  the   successors,
representatives, agents, officers and directors of the parties; and (iv) may not
be modified or changed except in a writing signed by all parties.

     This  Consulting  Agreement  has been  executed  as of the date first above
written.

                          XXXXXXXX.XXX

                          By:/s/
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                          COMMONWEALTH PARTNERS NY, LLC

                           By:/s/
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