THIS ADVISORY AGREEMENT ("Agreement"), made as of October 1, 2000 is by and between
THEAGZONE, INC., a Delaware corporation (the "Company") and ERIC A. MCAFEE (the "Advisor").
In consideration of the mutual covenants contained in this Agreement, the Company and Advisor agree as
1. CONSULTING PERIOD. The Company will engage Advisor for an initial period commencing October 1,
2000 and ending December 31, 2001 (the "Initial Consulting Period"), and thereafter, the Agreement shall
automatically renew for additional periods of six months each (the "Renewal Consulting Periods" (collectively, the
"Consulting Period"), unless either party provides written notice of termination to the other at least ten (10) days
prior to the expiration of the Initial Consulting Period, or any Renewal Consulting Period.
2. CONSULTING SERVICES. During the Consulting Period, Advisor shall report to the Company's Board of
Directors ("Board") and will provide consulting services to the Company as necessary to accomplish the
objectives set forth. Specifically, Advisor shall provide the Company with the following (the "Consulting
(a) Advisory services related to the structure of and referrals to potential investors in financings by the Company;
(b) Sourcing and facilitating the Company's engagement of accounting and law firms as the Board shall direct
from time to time;
(c) Advising in the preparation of an S-1 and preparation for an IPO and/or sale of the Company; and
(d) Such other matters as may be determined from time-to-time by the Board with the consent of the Advisor.
Advisor agrees to exercise the highest degree of professionalism and to utilize his expertise and creative talents in
performing the Consulting Services.
3. NON-EXCLUSIVE RELATIONSHIP. Company specifically acknowledges that its relationship with Advisor
is not exclusive, and that during the Consulting Period Advisor may engage in other work and/or projects on
behalf of himself or other p