FUSION NETWORKS HOLDINGS INC
CONSULTING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>


                              CONSULTING AGREEMENT

     This  CONSULTING  AGREEMENT  (the  "AGREEMENT"),  is entered into as of the
_____ day of July,  2000,  by and  between  FUSION  NETWORKS,  INC.,  a Delaware
corporation (the "COMPANY"), and BIG DOG VENTURES, INC. (the "CONSULTANT").

                              W I T N E S S E T H:

     WHEREAS,   the  COMPANY  is  a  provider  of  Internet  portal  technology,
applications  and content  designed  to enable  corporate  customers  to develop
effective Spanish, English and Portuguese-related Internet strategies;

     WHEREAS,  the CONSULTANT has extensive contacts with cultural,  service and
municipal groups ("Potential Clients");

     WHEREAS, the COMPANY and the CONSULTANT desire to enter into an independent
consultant  relationship  pursuant  to which  CONSULTANT  will  render  valuable
services (the  "Services") to the COMPANY in connection with the introduction of
the  COMPANY  to  Potential  Clients  for the  purpose of  licensing  co-branded
Internet portals; and

     WHEREAS,  this AGREEMENT governs the relationship  between the parties from
and after the date hereof, and supersedes all previous  agreements between them,
either written or oral, heretofore made.

     NOW, THEREFORE,  in consideration of the premises and the mutual covenants,
agreements and promises  hereinafter set forth,  the parties hereto hereby agree
as follows:

                                    AGREEMENT

                                    ARTICLE I
                               CONSULTING SERVICES

     Section  1.1.  Nature of Services.  CONSULTANT  shall assist the COMPANY by
providing marketing Services with the Marketing Territory defined in Section 1.3
below.  CONSULTANT  shall  introduce  the COMPANY to Potential  Clients with the
objective  of  securing   licenses  to  develop  and  operate  Internet  portals
("Portals") within the Marketing Territory.

     Section  1.2  Independent  Contractor  Relationship.  The  COMPANY  and the
CONSULTANT  acknowledge  that the  relationship  between and among themselves is
that of an "independent  contractor".  As such,  neither party shall assert that
the  CONSULTANT is an employee of the COMPANY,  and each party affirms that none
of the benefits or obligations associated with an employer/employee relationship
exists.  Further,  the CONSULTANT shall have no authority to bind the COMPANY to
any contract and shall not hold itself out as having such capacity.
<PAGE>

     Section 1.3 Marketing  Territory.  The "Marketing  Territory"  shall be the
Tri-County region known as South Florida, which encompasses Miami-Dade,  Broward
and Palm Beach Counties. Contractor shall have the right of first refusal to any
development in this region.

                                   ARTICLE II
                                      FEES

     Section 2.1.  Portal Fees.  COMPANY shall pay  CONSULTANT  $25,000 for each
Portal  licensed  by  the  COMPANY  by a  Potential  Client  introduced  by  the
CONSULTANT (the "Portal Fee"). Portal Fees shall be payable on the last business
day of each  calendar  month in which a  definitive  licensing  agreement(s)  is
executed  relative  to a Portal  (the  "Payment  Date")  and shall be payable in
shares of common stock of the COMPANY  based on the closing  price of the common
stock on the Payment  Date.  Shares of common  stock  issuable as payment of the
Portal Fee shall be delivered  within five (5) business  days after each Payment
Date.  Unless a  registration  statement  is then in effect with respect to said
shares, certificates evidencing shares issued in payment of the Portal Fee shall
bear a legend  indicating that such shares may not be resold except pursuant to,
and  in  compliance   with,  an  applicable   exemption  from  the  registration
requirements of the Securities Act of 1933 (the "Securities Act").

     Section 2.2. Stock Option.  COMPANY shall grant to CONSULTANT,  on the date
hereof, a non-qualified stock option (the "Option")  exercisable for a period of
five  years to  purchase  25,000  shares of common  stock of the  COMPANY at the
closing price of the COMPANY's common stock on the date hereof. The Option shall
survive termination of this Agreement.

     Section 2.3.  Additional  Fees.  If, in the course of  delivering  Services
hereunder,  parties  introduced to the COMPANY by the CONSULTANT provide funding
to the  COMPANY,  the  COMPANY  shall  pay  to  the  CONSULTANT  a  fee(s)  (the
"Additional Fee") in an amount not to exceed ten percent (10%) of the funding so
provided,  or such other amount as the parties hereto may negotiate from time to
time.

     Section 2.4. Expense Reimbursement.  COMPANY shall reimburse CONSULTANT for
all reasonable expenses related to the performance of Services provided that the
COMPANY  shall have  approved  such  expenses in advance in writing.  CONSULTANT
shall provide a written  accounting  and  explanation  of all expenses for which
reimbursement  is sought on a monthly basis and the COMPANY shall  reimburse all
such  expenses  within  thirty  (30)  days  following  receipt  of each  written
accounting and supporting documentation.

                                   ARTICLE III
                                      TERM

     The term of this Agreement  shall commence on the date hereof and shall run
for two years thereafter (the "Term").  The COMPANY may terminate this Agreement
without cause at any time by giving ninety (90) days advance notice in writing.

                                       2
<PAGE>


                                   ARTICLE IV
                         REPRESENTATIONS OF THE COMPANY

     The COMPANY represents to CONSULTANT that:

     (i) The  COMPANY is duly  authorized  to enter into this  Agreement  and to
carry out the terms set out  herein and that  execution  of this  Agreement  and
carrying out of the terms  hereof will not breach any  provision of the articles
of  incorporation or bylaws of the COMPANY or any contracts to which the COMPANY
is a party.

     (ii) The  execution  of this  Agreement  will  create a valid  and  binding
obligation on the part of the COMPANY  enforceable in accordance  with the terms
hereof,  except as may be  limited  by  bankruptcy,  insolvency,  moratorium  or
similar laws.

                                    ARTICLE V
                          REPRESENTATIONS OF CONSULTANT

     CONSULTANT represents to the COMPANY that:

     (i)  CONSULTANT,  its agents and employees,  will not disclose to any third
party any proprietary  information relating to the business of the COMPANY which
may come  into  CONSULTANT's  possession  in the  course of  rendering  Services
without  the prior  written  consent  of the  COMPANY  and will turn over to the
COMPANY all  materials of any nature  relating to the  COMPANY,  its services or
business,  including  all work product  created as a result of the  CONSULTANT's
performance of this Agreement,  upon  termination of this Agreement.  CONSULTANT
acknowledges  that in the  course  of  performing  Services  it will  come  into
possession of  information  which is considered  proprietary  to the COMPANY and
CONSULTANT  will use its best  efforts to maintain the  confidentiality  of such
information.

     (ii)  CONSULTANT  will not use,  publish or allow the use of the  COMPANY's
name or any  trade  name or trade  mark  owned or  licensed  by the  COMPANY  in
connection  with any oral or  written  publication  without  the  express  prior
written consent of the COMPANY.

     (iii)  CONSULTANT  acknowledges  that any and all works prepared under this
Agreement  and fixed in any tangible  medium of expression  (including,  without
limitation,  reports, drawings, records,  notebooks,  manuals, computer programs
and  printouts)  shall be the  exclusive  property  of the  COMPANY and shall be
delivered  to the  COMPANY  at any time  upon  its  request.  CONSULTANT  hereby
transfers to the COMPANY ownership of any copyright for any such work and waives
all moral rights in any such work.

     (iii) The  execution  of this  Agreement  will  create a valid and  binding
obligation on the part of CONSULTANT  enforceable  in accordance  with the terms
hereof,  except as may be  limited  by  bankruptcy,  insolvency,  moratorium  or
similar laws.

                                       3
<PAGE>

                                   ARTICLE VI
                          PIGGYBACK REGISTRATION RIGHTS

     (i) The COMPANY  covenants and agrees with the  CONSULTANT  that if, at any
time  during the term of this  Agreement,  it  proposes  to file a  registration
statement with respect to any class of equity or equity-related  security (other
than in connection with an offering to the Company's  employees or in connection
with an acquisition,  merger or similar transaction) under the Securities Act in
a  primary  registration  on  behalf  of  the  COMPANY  and/or  in  a  secondary
registration on behalf of holders of such securities and the  registration  form
to be used may be used for  registration  of the shares of common stock issuable
as  payment of the Portal  Fee and the  shares of common  stock  underlying  the
Option  (collectively,  the  "Registrable  Securities"),  the COMPANY  will give
prompt written notice (which, in the case of a registration  statement  pursuant
to the exercise of demand  registration rights shall be within ten (10) business
days after the  COMPANY's  receipt of notice of such exercise and, in any event,
shall be at least 30 days prior to such  filing) to the  holders of  Registrable
Securities  at the  addresses  appearing  on the  records of the  COMPANY of its
intention  to file a  registration  statement  and will offer to include in such
registration statement all, but not less than 20% of the Registrable Securities,
subject  to  paragraphs  (a) and (b) of  this  Article  VI(i),  such  number  of
Registrable  Securities  with respect to which the COMPANY has received  written
requests for inclusion  therein  within ten (10) days after the giving of notice
by the  COMPANY.  All  registrations  requested  pursuant to this Article VI are
referred to herein as "Piggyback  Registrations".  All  Piggyback  Registrations
pursuant to this Article VI will be made solely at the COMPANY's  expense.  This
Article is not  applicable to a registration  statement  filed by the COMPANY on
Forms S-4 or S-8 or any successor forms.

     (a) Priority on Primary Registrations. If a Piggyback Registration includes
an  underwritten   primary  registration  on  behalf  of  the  COMPANY  and  the
underwriter(s)  for such  offering  determines  in good  faith and  advises  the
COMPANY  in  writing  that  in  its/their  opinion  the  number  of  Registrable
Securities requested to be included in such registration exceeds the number that
can be  sold  in  such  offering  without  materially  adversely  affecting  the
distribution of such securities by the COMPANY, the COMPANY will include in such
registration (1) first, the securities that the COMPANY proposes to sell and (2)
second,   the   Registrable   Securities   requested  to  be  included  in  such
registration,  apportioned  pro  rata  among  the  holders  of  the  Registrable
Securities and holders of other securities requesting registration.

     (b)  Priority  on  Secondary  Registrations.  If a  Piggyback  Registration
consists only of an underwritten  secondary registration on behalf of holders of
securities of the COMPANY,  and the underwriter(s) for such offering advises the
COMPANY  in  writing  that  in  its/their  opinion  the  number  of  Registrable
Securities  requested  to be  included in such  registration  exceeds the number
which can be sold in such offering without  materially  adversely  affecting the
distribution of such securities,  the COMPANY will include in such  registration
(1) first,  the  securities  requested  to be  included  therein by the  holders
requesting  such  registration,  and  (2)  second,  the  Registrable  Securities
requested to be included in such  registration and securities of holder of other
securities  requested to be included in such  registration  statement,  pro rata
among all such  holders  on the basis of the  number of shares  requested  to be
included by each such holder,  provided,  however, the COMPANY will use its best
efforts to include not less than 20% of the Registrable Securities.

                                       4
<PAGE>

Notwithstanding  the foregoing,  if any such underwriter shall determine in good
faith and advise the COMPANY in writing that the distribution of the Registrable
Securities  requested to be included in the registration  concurrently  with the
securities being registered by the COMPANY would materially adversely affect the
distribution  of such  securities  by the  COMPANY,  then  the  holders  of such
Registrable  Securities  shall  delay  their  offering  and sale for such period
ending  on the  earliest  of (x) 90 days  following  the  effective  date of the
COMPANY's  registration  statement,  (y) the day  upon  which  the  underwriting
syndicate, if any, for such offering shall have been disbanded or, (z) such date
as the COMPANY, managing underwriter and holders of Registrable Securities shall
otherwise  agree.  In the  event of such  delay,  the  COMPANY  shall  file such
supplements,  post-effective  amendments and take any such other steps as may be
necessary to permit such holders to make their proposed  offering and sale for a
period of 120 days immediately following the end of any such period of delay. If
any  party  disapproves  the  terms of any such  underwriting,  it may  elect to
withdraw  therefrom by written notice to the COMPANY,  the underwriter,  and the
holder. Notwithstanding the foregoing, the COMPANY shall not be required to file
a  registration  statement  to include  shares  pursuant  to this  Article VI if
independent counsel,  reasonably satisfactory to the COMPANY, renders an opinion
to the COMPANY that the Registrable Securities proposed to be disposed of may be
transferred  pursuant to the  provisions of Rule 144 under the Securities Act or
otherwise without registration under the Securities Act.

     (ii)  In  connection  with  the  registration  of  Registrable   Securities
hereunder,  the COMPANY  agrees to (a) bear the  expenses  of any  registration;
provided,  however,  that in no event shall the COMPANY be  obligated to pay (1)
any fees and  disbursements  of  special  counsel  for  holders  of  Registrable
Securities,  (2) any  underwriters'  discount or  commission  in respect of such
Registrable  Securities,  and (3) any stock transfer taxes  attributable  to the
sale of the  Registrable  Securities;  (b) use its best  efforts to  register or
qualify the Registrable  Securities for offer or sale under state  securities or
Blue Sky laws of such  jurisdictions  in which  such  holders  shall  reasonably
request,  provided,  however,  that no  qualification  shall be  required in any
jurisdiction where, as a result thereof, the COMPANY would be subject to service
of general  process or to taxation as a foreign  corporation  doing  business in
such  jurisdiction  to  which  it is not  then  subject;  and (c)  enter  into a
cross-indemnity agreement, in customary form, with each underwriter, if any, and
each holder of securities included in such registration statement.

     (iii) The COMPANY's  obligations under this Article VI shall be conditioned
upon a timely  receipt by the COMPANY in writing of: (a)  information  as to the
terms of such  public  offering  furnished  by or on  behalf  of each  holder of
Registrable  Securities  intending to make a public  offering of his, her or its
Registrable  Securities,  and (b) such  other  information  as the  COMPANY  may
reasonably  require from such holders,  or any  underwriter for any of them, for
inclusion in such registration statement.

                                       5
<PAGE>

                                   ARTICLE VII
                                  MISCELLANEOUS

     Section 7.1.  Binding Effect.  This Agreement shall inure to the benefit of
and be binding  upon the parties  hereto and their  respective  heirs,  personal
representatives, successors and assigns.

     Section  7.2.  Indemnities.  The COMPANY  shall  indemnify  CONSULTANT  and
CONSULTANT shall indemnify the COMPANY from any liability,  loss, cost or damage
arising as a result of the breach of obligations of the indemnifying party under
this Agreement.

     Section  7.3.   Notices.   All  notices,   requests,   consents  and  other
communications  hereunder  shall be in writing and shall be mailed  first class,
registered, with postage prepaid as follows:

         If to the COMPANY addressed to:   Fusion Networks, Inc.
                                           8115 N.W. 29th Street
                                           Miami, Florida 33122
                                           Attn: Gary M. Goldfarb, President

         If to CONSULTANT addressed to:    Big Dog Ventures, Inc.
                                           4141 N.E. 2nd Ave, Suite 106A
                                           Miami, FL.  33137
                                           Attn: Michael Milberg, President

     Section 7.4. Costs and Expenses.  Each party hereto shall  responsible  for
its own costs  and  expenses  incurred  in  connection  with the  execution  and
performance of this Agreement.

     Section  7.5.  Governing  Law.  This  Agreement  shall be  governed  by and
construed in accordance with the laws of the State of Florida.

     Section 7.6. Disputes.  Any disputes arising among the parties with respect
to this Agreement  shall be settled by arbitration in accordance  with the rules
then in effect of the American  Arbitration  Association in Miami,  Florida. The
prevailing  party in any such  disputes  shall be entitled to recover all of its
reasonable costs and attorneys fees incurred as a result of such dispute.

     Section 7.7. Entire Agreement;  Amendment.  This Agreement  constitutes the
entire Agreement  between the parties relating to the subject matter hereof.  No
term or provision of this Agreement may be amended,  altered, varied or modified
except by a writing executed by all parties hereto.

     Section  7.8.  Waiver.  The failure of either party to insist in any one or
more  instances upon  performance of any terms,  covenants or conditions of this
Agreement  shall not be construed as a waiver of future  performance of any such
term, covenant or condition and the obligations and liabilities hereunder.

                                       6
<PAGE>

     Section 7.9. Assignment.  Neither party to this Agreement may assign any of
its rights,  privileges  or  obligations  hereunder  without  the prior  written
consent of the other party.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
as of the day and the year first written above.

FUSION NETWORKS, INC.                       BIG DOG VENTURES, INC.

By:                                         By:
Title:                                      Title:

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