Consulting Agreement (2000)Full Document 

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                              CONSULTING AGREEMENT

     Agreement, dated as of May 1, 2000, by and between TELEHUBLINK CORPORATION,
a Delaware corporation (the "Corporation"), and PARK STRATEGIES, LLC, a New York
corporation (the "Consultant").

     WHEREAS, the Corporation wishes to retain the Consultant and the Consultant
has agreed to undertake and perform the obligations herein set forth, subject to
the terms hereof.

     NOW, THEREFORE, in consideration of the promises, covenants and agreements
set forth herein, the parties agree as follows:

     1. Engagement of Consultant; Duties. The Corporation hereby engages the
Consultant, and the Consultant agrees to be engaged, as a consultant on the
terms and conditions set forth below. The Consultant agrees that it will, as an
independent contractor, serve, on a non-exclusive basis, as a consultant to the
Corporation and its affiliates, performing such services, including but not
limited to, advising on domestic and international operations and opportunities,
making business contacts, setting up meetings with potential customers,
marketing strategy and other business matters, subject to the direction and
control of the Corporation's Chairman of the Board and Chief Executive Officer
and the Corporation's Board of Directors. The Consultant's role is that of a
consultant and advisor to, and not that of a manager or employee of the
Corporation. It is agreed that a representative of the Consultant will be
willing to be named to and serve on a Strategic Advisory Board (or similar
position) established by the Corporation. The Consultant represents and warrants
that it is not subject to any agreement, covenant or legal restraint which
precludes or otherwise restricts its ability to enter into this Agreement and
perform the services contemplated hereby.

     2. Time. The Consultant will devote such time to the affairs of the
Corporation (and its affiliates) as is necessary to perform the services
contemplated hereby in a professional and effective manner, subject to illness
and reasonable requirements of other businesses and activities of the
Consultant's personnel. The Consultant may perform services hereunder in such
manner (whether by conference, telephone,



letter or otherwise) and at such time and place as Consultant may reasonable
determine. It is presently contemplated that if Senator Alphonse D'Amato will
act for the Consultant in the performance of the services required of the
Consultant hereunder.

     3. Term.

     The Consultant's engagement shall commence effective as of the date hereof
and shall continue until June 20, 2002 (the "Termination Date").

     4. Compensation.

          As compensation for the Consultant's services hereunder, the
Consultant shall receive the following:

          (a) Option to purchase 150,000 shares of the Corporation's Common
Stock at an exercise price of $5.00 per share. Such options shall vest 25% on
the date hereof, 25% on August 31, 2000, 25% on November 30, 2000 and 25% on
February 28, 2001. Such options shall vest on such dates only if Consultant is
rendering services for the Corporation on such date and the Agreement is not in
breach by Consultant on such date; and

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