Exhibit 10(b)

     Consulting Agreement between Ocumed Group, Inc. and Robert Hammerstein




















                        INDEPENDENT CONTRACTOR AGREEMENT
                              TO OCUMED GROUP, INC.


AGREEMENT, dated February 1, 2002, between Ocumed Group, Inc. of 119 Harrison
Avenue, Roseland, NJ 07068 (hereinafter "the Corporation") and Mr. Robert
Hammerstein of 2 Tutor City Place - 3 G-N, New York, NY 10017 (hereinafter "the
Independent Contractor").

Now, therefore, the parties hereto agree as follows:

1. EMPLOYMENT. The Corporation shall employ the Independent Contractor, and the
Independent Contractor shall serve the Corporation upon the terms and conditions
hereinafter set forth.

2. TERM AND EXTENSION. The employment of the Independent Contractor hereunder
shall commence on February 1, 2002 and shall continue to and including January
31, 2003.

3. DUTIES. During the period or periods of his employment hereunder, the
Independent Contractor shall serve the Corporation and shall perform business
and product acquisition services and any and all general related product and
market development worldwide as well as marketing research and representation
services required or requested in connection with their business. Within the
limitations hereinabove provided, the Independent Contractor will render these
product acquisitions and market development services in connection with the
marketing services of the Corporation as may be requested from time to time by
the officers or directors of the Corporation, without further compensation other
than that for which provision is made in this Agreement.

4. TIME REQUIREMENTS. The Independent Contractor shall devote during the period
ending January 31, 2003 not more than 50% of his entire time, energy, and skill
to the duties of his employment hereunder and shall periodically, or at any time
upon the request of the Corporation, submit data as to the time performed.

5. COMPENSATION. The Corporation shall pay to the Independent Contractor for his
services in shares of its common stock amounting to 588,500 (five hundred and
eighty eight thousand five hundred) free trading shares of common stock of the
Company during the period of his employment hereunder.



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The securities issueable to the Independent Contractor hereunder are accepted in
lieu of cash payments for consulting services to be rendered by the Independent
Contractor specified herein. The Independent Contractor's acceptance of such
securities in lieu of cash payments is expressly contingent upon the Company
registering the shares of common stock pursuant to an S-8 Registration
Statement, or such other short form registration statement authorized by the
Securities and Exchange Commission for the registration of securities payable to
a consultant.

6. INDEMNIFICATION AND HOLD HARMLESS PROVISION. The Independent Contractor
agrees hereby to indemnify and hold harmless the Corporation from any and all
claims by the Independent Contractor, which may arise out of and in the course
of the performance of his duties hereunder. Any and all claims for unemployment
benefits and or claims for workers' compensation benefits are hereby expressly
waived by the within Independent Contractor who agrees to maintain separate
policies of liability, health, and accident insurance as may be necessary or
required by the Corporation in connection with the performance of its duties
herein.

7. RELATIONSHIP BETWEEN PARTIES. The Corporation employs the Independent
Contractor only for the purposes and to the extent set forth in this Agreement,
and his relation to the Corporation shall, during the period or periods of his
employment and services hereunder, be that of an independent contractor. The
Independent Contractor shall be free to dispose of such portion of his entire
time, energy, and skill during regular business hours as he is not obligated to
devote hereunder to the Corporation in such manner as he sees fit and to such
persons, firms, or corporations as he deems advisable. The Independent
Contractor shall not be considered as having an employee status or as being
entitled to participate in any plans, arrangements, or distributions by the
Corporation pertaining to or in connection with any insurance, pension, stock,
bonus, profit-sharing, or similar benefits for their regular employees.

8. PROFESSIONAL RESPONSIBILITY. Nothing in this Agreement shall be construed to
interfere with or otherwise affect the rendering of services by the Independent
Contractor in accordance with his independent and professional judgment. The
Independent Contractor shall perform his services in a good and workmanlike
manner and in accordance with generally accepted sales and marketing practices.

9. ENTIRE AGREEMENT. The text within Agreement shall be construed in accordance
with New Jersey (State) law and shall constitute the entire Agreement between
the parties. In witness whereof, Mr. Alfred R. Caggia has caused this Agreement
to be executed in its corporate name by its corporate officers, and Mr. Robert
Hammerstein, the Independent Contractor hereunder, has set his hand, as of this
day and year first above written.




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   Ocumed Group, Inc.

   -------------------------
   By Alfred R. Caggia, President


   -------------------------
  Robert Hammerstein











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