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                                          Exhibit 10.10

                              Consulting Agreement:

Agreement made January 1, 2000 by and between the following participants.

Shopoverseas.com, Inc. a Nevada Corporation with offices located at 4706 18th
Ave., Brooklyn, N.Y. 11204, hereinafter referred to as "The Company"

And,

Marina D'Arezzo, of The D'arezzo Collection Inc. located at 200 Central Park
South, New York, NY 10019, acting as Consultant & Member of Advisory Board for
ShopOverseas.com, Inc., hereinafter referred to as "Consultant

                                R E C I T A L S:

     A. Consultant is engaged in and has considerable experience & contacts in
the fashion, designing, media, public relations, and related fields.

     B. Company desires to engage the services of Consultant in order to avail
itself of Consultant's experience, skills and abilities, contacts, background
and knowledge to facilitate Company's business plan, and is therefore willing to
engage Consultant upon the terms and conditions herein contained.

     C. Consultant agrees to be engaged and retained by Company upon said terms
and conditions.

     NOW, THEREFORE, in consideration of the recitals, promises, and conditions
set forth in this Agreement, the Company and the Consultant hereby agree as
follows:

     1.   Services. The Company hereby retains Consultant to be a member of its
          Advisory Board, to render such advice, consultation and information to
          the Board of Directors, & officers of the Company regarding aesthetics
          and presentation of its website, web content, its Pulse 3d animated
          character, its and product lines, including imported, luxury and
          exotic products to be featured on its website, media, advertising and
          marketing. Additionally, Consultant will exercise its best effort to
          assist company in recruiting other complementary members to its
          advisory board with backgrounds in fashion, media, public relations,
          advertising, marketing and venture capital.

     2.   Term. The term of this Agreement shall be for a period of twelve (12)
          months commencing January 1, 2000 and shall be renewable upon consent
          of both parties.



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     3.   Compensation. In consideration for the services provided by
          Consultant, Company agrees to issue 10,000 shares of its common stock
          quarterly to Consultant, at the end of each quarter in which
          consultant provided the services.

     4.   Relationship of Parties. This Agreement shall not constitute an
          employer-employee relationship. It is the intention of each party that
          Consultant shall be an independent contractor and not an employee of
          the Company. Consultant shall not have authority to act as an agent of
          the Company except when such authority is specifically delegated to
          Consultant by the Company. Subject to the express provisions herein,
          the manner and means utilized by Consultant in the performance of
          Consultant's services hereunder shall be under the sole control of the
          Consultant. All compensation paid to Consultant shall constitute
          earnings to Consultant from self-employment income. Company shall not
          withhold any amounts there from as federal or state income tax
          withholding from wages or as employee contributions under the Federal
          Insurance Contributions Act (Social Security) or any similar federal
          or state law applicable to employers and employees.

     5.   Benefit of Agreement. This Agreement shall inure to the benefit of and
          be binding upon the parties hereto and their respective legal
          representatives, administrators, executors, successors, subsidiaries,
          and affiliates.


     6.   Governing Law. This Agreement is made and shall be governed and
          construed in accordance with the laws of the State of New York.

     7.   Assignment. Any attempt by either party to assign any rights, duties,
          or obligations which arise under this Agreement without the prior
          written consent of the other party shall be void and shall constitute
          a breach of the terms of this Agreement.

     8.   Litigation Expenses. If any action at law or in equity is brought by
          either party to enforce or interpret the terms of this Agreement, the
          prevailing party shall be entitled to reasonable attorney's fees,
          costs, and disbursements in addition to any other relief to which it
          may be entitled.

     9.   Notices. Any notice, request, demand or other communication required
          or permitted hereunder shall be deemed to be properly given when
          personally served in writing or when deposited in the United States
          mail, postage prepaid, addressed to the other party at the address
          appearing above. Either party may change its address by written notice
          made in accordance with this section.



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



------------------------                    ----------------------------
SHOPOVERSEAS.COM                            Marina D'Arezzo
("Company")                                 ("Consultant")








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