MAXWORLDWIDE INC
EX 10.19 - CONSULTING AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>15
<FILENAME>consult.txt
<DESCRIPTION>EX 10.19 - CONSULTING AGREEMENT
<TEXT>
                                                                   Exhibit 10.19


                              CONSULTING AGREEMENT

AGREEMENT ("Agreement"),  by and between L90, Inc., a Delaware corporation doing
business  as  "MaxWorldwide"   (the  "Company"),   and  William  Apfelbaum  (the
"Consultant") is effective as of October 1, 2002 (the "Effective Date").

WHEREAS, the Consultant has in recent times taken on a much expanded role in the
affairs of the  Company  which goes  substantially  beyond  that which  would be
expected of him as Chairman of the Company's Board of Directors; and

WHEREAS,  the Consultant in that regard, has through his own efforts undertaken,
among  other  things,  (i) the  replacement  of the  Company's  Chief  Executive
Officer,  and (ii) has been instrumental in replacing other senior management of
the Company; and

WHEREAS, the Consultant will henceforth be devoting a significant  proportion of
his  business  time to the  affairs of the  Company,  including  having  primary
responsibility  for  enhancing  shareholder  value by  maximizing  to the extent
possible the value of the operating  business  and/or the proceeds from any sale
of a substantial part or all of the Company's operating assets; and

WHEREAS,  the Consultant,  has had  particularly  successful  experiences in the
reorganization,  restructuring  and/or divestment of operating businesses in the
advertising field; and

WHEREAS,  to induce the  Consultant to undertake a day-to-day  role on behalf of
the Company, the Company is desirous of retaining the Consultant in this regard,
and Consultant is desirous of continuing to perform such services.

NOW,  THEREFORE,  in consideration of the mutual covenants set forth herein, the
Company and the Consultant hereby agree as follows:

1.  ENGAGEMENT.  The Company  hereby  agrees to engage the  Consultant,  and the
Consultant  agrees to serve the  Company,  in the  capacities  described  herein
during the Period of Engagement (as defined in Section 2 of this Agreement),  in
accordance with the terms and conditions of this Agreement.

2. PERIOD OF ENGAGEMENT.  The term "Period of Engagement"  shall mean the period
which commences on the Effective Date and, unless earlier terminated pursuant to
Section 6, ends on September  30, 2004;  provided,  however,  that the Period of
Engagement  shall  automatically be extended on an annual basis effective on and
after October 1, 2004 (so that the remaining  term shall always be one (1) year)
until such date as either the Company or the  Consultant  shall have  terminated
such automatic extension provision by giving written notice to the other.

3. DUTIES DURING THE PERIOD OF ENGAGEMENT.

3.1 DUTIES. During the Period of Engagement,  the Consultant's  responsibilities
include: (i) restructuring and reorganizing the Company to maximize the value of
the  operating  business,  (ii)


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exploring,  and if in the best  interest of the  Company  and its  stockholders,
initiating  and  effectuating  the  sale  of  all  or  substantially  all of the
Company's  assets,  and developing an operating plan for the use of the proceeds
therefrom,  in each case, with a view to maximizing shareholder value, and (iii)
such other projects  consistent  with  Consultant's  title and experience as the
Company's Board of Directors (the "Board") shall assign.

3.2  SCOPE.  During the  Period of  Engagement,  and  excluding  any  periods of
vacation  and sick leave to which the  Consultant  is entitled,  the  Consultant
shall  devote no less than  33-1/3% of his  business  time and  attention to the
business  and  affairs  of the  Company.  It shall  not be a  violation  of this
Agreement for the Consultant to (i) perform  services for other entities so long
as such  performance is consistent with the 33-1/3% time allocation  referred to
above and the  non-compete  provisions  set  forth  hereinafter,  (ii)  serve on
corporate,  civic or charitable  boards or committees,  (iii) deliver  lectures,
fulfill  speaking  engagements  or  teach  occasional  courses  or  seminars  at
educational institutions,  or (iv) manage personal investments,  so long as such
activities  under clauses (i),  (ii),  (iii) and (iv) do not  interfere,  in any
substantial respect, with the Consultant's responsibilities hereunder.

4.  COMPENSATION AND OTHER PAYMENTS.

4.1  COMPENSATION.  During the Period of  Engagement,  the Company shall pay the
Consultant  base  compensation  of not less than Four Hundred  Thousand  Dollars
($400,000)  per  year  (the  "Base   Compensation").   The   Consultant's   Base
Compensation shall be paid monthly or bi-weekly, at the option of the Company.

4.2 PAYMENT OF  PROFESSIONAL  FEES.  The Company  shall pay on the  Consultant's
behalf all statements rendered to the Consultant by the Consultant's  attorneys,
accountants  and other advisors for  reasonable  fees and expenses in connection
with the negotiation and preparation of this Agreement.

4.3 TAXES.  Consultant shall pay, when and as due, any and all taxes as a result
of Consultant's  receipt of compensation  pursuant to this Agreement,  including
estimated  taxes,  and shall  provide  Company with proof of such  payments upon
Company's   request.   Consultant   shall  be  responsible  for  providing,   at
Consultant's  expense  and  in  Consultant's  name,  such  disability,  worker's
compensation  and other  insurance as is necessary or appropriate for Consultant
to provide the services hereunder.

5.  OTHER BENEFITS.

5.1 REGULAR REIMBURSED  BUSINESS EXPENSES.  The Company shall promptly reimburse
the Consultant  for all expenses and  disbursements  reasonably  incurred by the
Consultant  in the  performance  of his  duties  hereunder  during the Period of
Engagement  upon the  presentation  by Consultant  of itemized  accounts of such
expenditures;  provided,  however,  that for any expenses and  disbursements  in
excess of $10,000,  individually,  or in excess of $100,000, in the aggregate in
any single calendar year,  Consultant  shall obtain the approval of the Board or
the Chief Executive  Officer of the Company prior to incurring any such expenses
or disbursements;  provided, further, that the Consultant will not be reimbursed
for any expenses


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related  to  chartered  aircraft  whether  or not  used in  connection  with the
Company's business.

5.2 BENEFIT  PLANS.  The  Consultant  and his eligible  family  members shall be
entitled to participate only in such benefit plans in which he now participates.

6.  TERMINATION.

6.1 DEATH OR DISABILITY.  Company may terminate this Agreement and the Period of
Engagement upon the  Consultant's  death or Disability.  "Disability"  means the
Consultant's  inability to  substantially  discharge his essential job duties by
reason of illness or injury for either (A) a period of two consecutive months or
(B) twelve weeks in any  twelve-month  period. A termination of the Consultant's
engagement by the Company as a result of his Disability shall be communicated to
the  Consultant by written  notice and shall be effective on the thirtieth  (30)
day after receipt of such notice by the Consultant.

6.2 BY THE  COMPANY  FOR  CAUSE.  During  the  Period  of  Engagement  after the
Effective   Date,  the  Company  may  terminate  the   Consultant's   engagement
immediately for "Cause." For purposes of this Agreement,  "Cause" shall mean (i)
repeated  refusal or failure to perform any duties assigned to Consultant by the
Board consistent with  Consultant's  title and experience,  (ii) commission of a
breach of the terms of this Agreement or any other material legal  obligation to
the Company,  (iii)  demonstrated  gross negligence or willful misconduct in the
execution of the Consultant's  assigned duties,  (v) conviction of or a pleading
of nolo  contendere  to (a) a felony or (b) any other  serious  crime  involving
fraud,  dishonesty,  theft,  misappropriation  or  embezzlement or which, in the
reasonable business judgment of the Board,  results in a material adverse effect
on the Company, (vi) continual use of illegal drugs or of alcohol where such use
of alcohol  interferes with the  performance of  Consultant's  duties under this
Agreement,  (vii) engagement in business  practices which, in the opinion of the
Board,  are unethical or reflect  materially  adversely on the Company or (viii)
misappropriation of assets of the Company.

6.3 BY  CONSULTANT  FOR  CHANGE OF  CONTROL.  Within six  months  following  the
effective date of a Change of Control, the Consultant's engagement hereunder may
be terminated by the Consultant  upon delivery by the Employee to the Board of a
written notice of termination  signed by the Consultant  stating that Consultant
is terminating  his employment  hereunder as a result of such Change of Control,
if and only to the extent  that,  following  such Change of Control,  any of the
following  occurs without  Consultant's  consent:  (i) Consultant's job title or
responsibilities are materially reduced, or (ii) Base Compensation is reduced.

For  purposes  of this  Agreement,  a "Change of Control"  shall  mean:  (i) the
acquisition  by any  person,  entity or group  (within  the  meaning  of Section
13(d)(3) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"))  after the date  hereof of the  beneficial  ownership  of more than fifty
percent (50%) of the total combined voting power of all  outstanding  securities
of the Company;  (ii) a merger or  consolidation in which the Company is not the
surviving  entity,  except for a transaction  in which the  stockholders  of the
Company  immediately  prior  to  such  merger  or  consolidation  hold,  in  the
aggregate,  securities  possessing  more than fifty  percent  (50%) of the total
combined  voting power of all  outstanding  voting  securities  of the surviving
entity immediately after such merger or consolidation; (iii) a reverse merger in
which the


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<PAGE>


Company is the surviving  entity but in which  securities  possessing  more than
fifty percent (50%) of the total combined voting power of all outstanding voting
securities of the Company are  transferred  to or acquired by a person or entity
different  from the persons or entities  holding  those  securities  immediately
prior to such  merger;  (iv) the sale,  transfer  or other  disposition  (in one
transaction or a series of related  transactions) of all or substantially all of
the assets of the Company; or (v) a change in the composition of the Board which
is the  direct  result  of a proxy  solicitation  and  contest  pursuant  to the
Exchange  Act such  that  the  members  of the  Board  immediately  prior to the
commencement of such solicitation and contest no longer constitute a majority of
the Board after the conclusion of such solicitation and contest.

6.4 OTHER THAN FOR CAUSE, CHANGE OF CONTROL, DEATH OR DISABILTY.  In addition to
the Company's  termination  rights set forth in Sections 6.1 and 6.2 above,  the
Company may terminate  this Agreement for any other reason upon thirty (30) days
written notice to the Consultant.  In addition to the  Consultant's  termination
right  set forth in  Section  6.3  above,  the  Consultant  may  terminate  this
Agreement  for any other  reason  upon thirty  (30) days  written  notice to the
Company.  If the Consultant  terminates  the Agreement for any reason,  he shall
have no liability to the Company or its  subsidiaries  or affiliates as a result
thereof.  If the Company  terminates the Agreement  pursuant to this Section 6.4
above, or if the Consultant  terminates this Agreement  pursuant to this Section
6.3 above,  the  obligations  of the Company  shall be as set forth in Section 7
hereof.

6.5 NOTICE OF  TERMINATION.  Any termination by the Company or by the Consultant
shall be communicated by a Notice of Termination to the other party hereto given
in  accordance  with  Section  15.2  of this  Agreement.  For  purposes  of this
Agreement,  a "Notice of Termination" means a written notice which (i) indicates
the specific  termination  provision in this  Agreement  relied upon,  (ii) sets
forth in reasonable detail, if necessary, the facts and circumstances claimed to
provide  a basis  for  termination  of the  Consultant's  engagement  under  the
provision so indicated,  and (iii) if the Date of Termination (as defined below)
is other than the date of  receipt of such  notice,  specifies  the  termination
date.  The  failure by the  Consultant  or Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of the basis
for  termination  shall not waive any right of such party  hereunder or preclude
such party from  asserting  such fact or  circumstance  in enforcing  his or its
rights hereunder.

6.6 DATE OF TERMINATION.  "Date of Termination"  means the date specified in the
Notice of Termination; provided, however, that if the Consultant's engagement is
terminated  by  reason of death,  the Date of  Termination  shall be the date of
death of the Consultant.

7.  OBLIGATIONS  OF THE  COMPANY  UPON  TERMINATION.  The  following  provisions
describe the  obligations of the Company to the Consultant  under this Agreement
upon termination of his engagement.  However,  except as explicitly  provided in
this  Agreement,  nothing in this Agreement  shall limit or otherwise  adversely
affect any rights which the Consultant may have under  applicable law, under any
other  agreement with the Company,  or under any  compensation  or benefit plan,
program, policy or practice of the Company.

7.1  TERMINATION BY THE COMPANY FOR CAUSE,  DEATH OR DISABILITY OR BY


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<PAGE>


CONSULTANT  OTHER  THAN FOR A CHANGE OF  CONTROL.  In the event  this  Agreement
terminates by reason of the  termination of the  Consultant's  engagement by the
Company for Cause (pursuant to Section 6.2 above), death or Disability (pursuant
to Section 6.1 above) or by reason of the  resignation of the  Consultant  other
than for a Change of Control (pursuant to Section 6.3 above),  the Company shall
pay to the Consultant all Accrued  Obligations  (as defined below) in a lump sum
in cash  within  thirty  (30)  days  after  the  Date of  Termination.  "Accrued
Obligations"  shall mean, as of the Date of Termination,  the Consultant's  Base
Compensation through the Date of Termination to the extent not theretofore paid.

7.2  RESIGNATION  FOR CHANGE OF CONTROL;  TERMINATION  WITHOUT CAUSE. If (i) the
Company  shall  terminate  the  Consultant's  engagement  other  than for  Cause
(pursuant to Section 6.2 above),  death or  Disability  (pursuant to Section 6.1
above),  or (ii) the Consultant shall terminate his engagement at any time for a
Change of Control (pursuant to Section 6.3 above),  the Consultant shall receive
in  addition  to the  Accrued  Obligations,  any  unpaid  portion  of  the  Base
Compensation  which  Consultant would have received had the Period of Engagement
remained  in effect  until the later of the second  anniversary  hereof,  or, if
later, one year after the Date of Termination.

8.  MITIGATION.  In no event shall the  Consultant  be  obligated  to seek other
engagement or take any other action by way of mitigation of the amounts  payable
to the Consultant  under any of the provisions of this Agreement.  Any severance
benefits  payable to the  Consultant  shall not be subject to reduction  for any
compensation received from other employment.

9.  INDEMNIFICATION.  The Consultant shall be indemnified by the Company against
liability  as an officer  and  director of the  Company  and any  subsidiary  or
affiliate of the Company to the maximum extent  permitted by applicable law. The
Consultant's  rights under this  Section 10 shall  continue so long as he may be
subject to such  liability,  whether or not this  Agreement may have  terminated
prior thereto.

10.  CONFIDENTIAL  INFORMATION  AND NONCOMPETE.  The Consultant  shall hold in a
fiduciary  capacity  for the benefit of the  Company all secret or  confidential
information,  knowledge  or  data  relating  to  the  Company,  or  any  of  its
subsidiaries,  affiliates and businesses,  which shall have been obtained by the
Consultant  pursuant to his engagement by the Company or any of its subsidiaries
and affiliates and which shall not have become public  knowledge  (other than by
acts by the Consultant or his  representatives  in violation of this Agreement).
After  termination  of  the  Consultant's   engagement  with  the  Company,  the
Consultant  shall  not,  without  the  prior  written  consent  of the  Company,
communicate or divulge any such  information,  knowledge or data to anyone other
than the Company  and those  designated  by it. In  addition,  Consultant  shall
deliver to Company upon  termination  or  expiration  of this  Agreement for any
reason,  all  documents,  materials,  working  papers  and  data  of any  nature
pertaining to Consultant's  work with Company.  During the Period of Engagement,
the Consultant  shall not be engaged in,  directly or indirectly,  whether as an
officer,  director,  employee  consultant,  owner  or  otherwise  (except  as an
investor  holding  less than 5% of the equity  interests),  in the  business  of
online ad sales  representation.  In no event shall an asserted violation of the
provisions of this Section 10  constitute a basis for  deferring or  withholding
any amounts otherwise payable to the Consultant under this Agreement.


                                      -5-
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11. REMEDY FOR  VIOLATION OF SECTION 10. The  Consultant  acknowledges  that the
Company  has no  adequate  remedy at law and will be  irreparably  harmed if the
Consultant  breaches or threatens to breach the provisions of Section 10 of this
Agreement,  and,  therefore,  agrees  that  the  Company  shall be  entitled  to
injunctive relief to prevent any breach or threatened breach of such Section and
that the Company shall be entitled to specific  performance of the terms of such
Section in addition to any other legal or equitable remedy it may have.

12.  ARBITRATION.  Any  dispute  or  controversy  between  the  Company  and the
Consultant,  whether arising out of or relating to this Agreement, the breach of
this Agreement,  or otherwise,  shall be settled by arbitration  administered by
the American Arbitration  Association ("AAA") in New York City,  accordance with
its  Commercial  Arbitration  Rules then in effect,  and  judgment  on the award
rendered  by the  arbitrator  may be  entered in any court  having  jurisdiction
thereof.  Any arbitration  shall be held before a single arbitrator who shall be
selected by the mutual  agreement of the Company and the Consultant,  unless the
parties are unable to agree to an arbitrator, in which case, the arbitrator will
be selected  under the  procedures  of the AAA.  The  arbitrator  shall have the
authority to award any remedy or relief that a court of  competent  jurisdiction
could  order  or  grant,  including,  without  limitation,  the  issuance  of an
injunction.

13.  REIMBURSEMENT  OF LEGAL EXPENSES.  In the event that either party hereto is
successful,  whether in mediation,  arbitration or  litigation,  in pursuing (or
defending,  as the case may be) any claim or dispute  involving the Consultant's
engagement with the Company, including any claim or dispute relating to (a) this
Agreement,  (b) termination of the  Consultant's  engagement with the Company or
(c) the failure or refusal of the Company to perform  fully in  accordance  with
the  terms  hereof,  the  non-prevailing  party  shall  promptly  reimburse  the
prevailing  party for all costs and  expenses  (including,  without  limitation,
reasonable  attorneys' fees) relating solely,  or allocable,  to such successful
claim.  In any other case,  the  Consultant  and the Company shall each bear all
their own respective costs and attorneys' fees.

14. SUCCESSORS.

14.1 This  Agreement is personal to the Consultant and without the prior written
consent of the Company shall not be assignable by the Consultant  otherwise than
by will or the laws of descent and  distribution.  This Agreement shall inure to
the  benefit  of  and  be  enforceable  by  the  Consultant's  heirs  and  legal
representatives.

14.2 This  Agreement  shall  inure to the  benefit  of and be  binding  upon the
Company and its successors and assigns.

14.3 This  Agreement  shall be  binding  upon any  successor  of the  Company in
accordance  with the  operation of law, and such  successor  shall be deemed the
"Company" for purposes of this Agreement.

14.4 As used in this  Agreement,  the term "Company" shall include any successor
to the Company's business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.


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15.  MISCELLANEOUS.

15.1 This  Agreement  shall be governed by and construed in accordance  with the
laws of the State of New York,  without  reference to principles of conflicts of
laws. The captions of this  Agreement are not part of the provisions  hereof and
shall have no force or effect.  This  Agreement  may not be amended or  modified
otherwise  than by a written  agreement  executed by the parties hereto or their
respective successors and legal representatives.

15.2 All  notices  and other  communications  hereunder  shall be in writing and
shall be given by hand delivery to the other party, by overnight courier,  or by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed as follows:


If to the Consultant:                      If to the Company:
William Apfelbaum                          MAX WORLDWIDE, INC.
143 Byram Shore Road                       50 West 23rd St. - 4th Floor
Greenwich, CT 06830                        New York, NY 10010
                                           Attn: Peter Huie, General Counsel

or to such other  address as either of the parties  shall have  furnished to the
other in writing in  accordance  herewith.  Notice and  communications  shall be
effective when actually received by the addressee.

15.3 None of the provisions of this Agreement shall be deemed to impose a
penalty

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

                                             L90, INC.,
                                             doing business as "MaxWorldwide"



                                             By:
                                                 ----------------------
                                             Name:
                                             Title:

                                             --------------------------
                                             William Apfelbaum



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