AMENDED AND RESTATED CONSULTING AGREEMENT

     THIS AMENDED AND RESTATED CONSULTING AGREEMENT, effective as of January 20,
2004 (the "Effective Date"), by and between G. Robert Tatum, an individual with
its principal place of business at 501 Brickell Key Drive, suite 203, Miami,
Florida 33131 (hereinafterreferredto as "Consultant"), and Power Channel Inc., a
Delaware corporation with its principal place of business at 16 North Main
Street, Suite 39, New City, NY 10956 (hereinafter referred to as "Corporation").

                                   WITNESSETH:

     WHEREAS, the Corporation and the Consultant entered into a Consulting
Agreement effective the 24th day of November, 2003 (the Agreement); and

     WHEREAS, pursuant to such Agreement the Corporation has issued 750,000
shares of restricted common stock to the Consultant; and

     WHEREAS, The corporation and the Consultant, after entering into the
Agreement, have determined that the additional compensation bonuses to be paid
to the Consultant as a result of increases to market capitalization should be
eliminated; and

     WHEREAS, in lieu of the additional compensation bonuses, the Corporation
has agreed to issue to the Consultant an additional 260,943 shares of restricted
stock and pay to the Consultant $10,000 in cash as payment in full for services
rendered and to be rendered under the Agreement; and

     WHEREAS, in order to effect the foregoing, the Corporation and the
Consultant wish to amend and restate the Consulting Agreement as hereafter
provided.

     NOW, THEREFORE, in consideration of the premises, the mutual covenants of
the parties herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties
hereto, it is agreed as follows:

     1. CONSULTING ARRANGEMENT.

             1.1 Contract for Services. The Corporation hereby contracts for the
services of Consultant and Consultant agrees to perform such duties and
responsibilities and to render advice and consulting as may be requested by the
Corporation from time to



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time during the term of this consulting arrangement in connection with the
Corporation's business throughout the United States and world wide ("Consulting
Arrangement"). Consultant shall use his best efforts to keep the Corporation
informed of all corporate business opportunities which shall come to his
attention and appear beneficial to the Corporation's business so that the
Corporation can obtain the maximum benefits from Consultant's knowledge,
experience, and personal contacts.

               1.2 Services Rendered by Consultant. Said consulting services
shall include, but not be limited to re-structuring the balance sheet for the
company, negotiating with creditors, retiring debt, contract negotiation,
preparation and review of Private Placement Memorandum; introduction and
presentations to potential investors.


             1.3 Prohibited Services. The services to be rendered by the
Consultant to the Corporation shall under no circumstances include, directly or
indirectly, the following: (i) Any activities which could be deemed by the
Securities and Exchange Commission to constitute investment banking or any other
activities required the Consultant to register as a broker-dealer under the
Securities Exchange Act of 1934; (ii) Any activities which could be deemed to be
in connection with the offer or sale of securities in a capital-raising
transaction; or (iii) Any market making or promotional activities regarding or
involving the Company's common stock.

     2. RELATIONSHIP BETWEEN PARTIES. During the term of the Consulting
Arrangement, Consultant shall be deemed to be an independent contractor. He
shall be free to devote his time, energy and skill to any such person, firm or
company as he deems advisable except to the extent he is obligated to devote his
time, energy and skill to the Corporation pursuant to the terms of this
Agreement. Consultant shall not be considered as having an employee status
vis-a-vis the Corporation, or by virtue of the Consulting Arrangement being
entitled to participate in any plans, arrangements or distributions by the
Corporation pertaining to or in connection with any pension, stock, bonus,
profit sharing, welfare benefits, or similar benefits for the regular employees
of the Corporation. The Corporation shall not withhold any taxes in connection
with the compensation due Consultant hereunder, and Consultant will be
responsible for the payment of any such taxes and hereby agrees to indemnify the
Corporation against nonpayment thereof.

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    3. COMPENSATION FOR THE CONSULTING ARRANGEMENT. As full consideration for
the consulting services to be provided by Consultant during the term of this
Agreement, the Consultant shall receive 1,010,943 restricted shares of the
Company with piggy-back registration rights on the next Registration Statement
to be filed by the Company and $10,000 in cash.


    4. TERM OF CONSULTING ARRANGEMENT. The 'Consulting Arrangement shall begin
effective as of the Effective Date of this Agreement and shall continue for a
period of twelve.(12) months, until November 24, 2004 (the "Consulting Period").

    5. CONFIDENTIALITY COVENANTS.

    5.1 Acknowledgments by the Consultant. The Consultant acknowledges that (a)
during the Consulting Period and as a part of his Consulting Arrangement, the
Consultant will be afforded access to Confidential Information (as defined
below); (b) public disclosure of such Confidential Information could have an
adverse effect on the Corporation and its business; (c) because the Consultant
possesses substantial technical expertise and skill with respect to the
Corporation's business, the Corporation desires to obtain exclusive ownership of
each Consultant Invention (as defined below), and the Corporation will be at a
substantial competitive disadvantage if it fails to acquire exclusive ownership
of each Consultant Invention; (d) the provisions ofthis Section 5 are reasonable
and necessary to prevent the improper use or disclosure of Confidential
Information and to provide the Corporation with exclusive ownership of all
Consultant Inventions.

    5.2 Agreements of the Consultant. In consideration of the compensation and
benefits to be paid or provided to the Consultant by the Corporation under this
Agreement, the Consultant covenants as follows:

     (a) Confidentiality.

     (i) During and following the Consulting Period, the Consultant will hold in
confidence the Confidential Information and will not disclose it to any person
except with the specific prior written consent of the Corporation or except as
otherwise expressly permitted by the terns of this Agreement.

     (ii) Any trade secrets of the Corporation will be entitled to all of the
protections


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and benefits under Dallas, Texas Statutes and common law and any other
applicable law. if any information that the Corporation deems to be a trade
secret is found by a court of competent jurisdiction not to be a trade secret
for purposes of this Agreement, such information will, nevertheless, be
considered Confidential Information for purposes of this Agreement. The
Consultant hereby waives any requirement that the Corporation submit proof of
the economic value of any trade secret or post a bond or other security.

      (iii) None of the foregoing obligations and restrictions applies to any
part of the Confidential Information that the Consultant demonstrates was or
became generally available to the public other than as a result of a disclosure
by the Consultant.

     (iv) The Consultant will not remove from the Corporation's premises (except
to the extent such removal is for purposes of the performance of the
Consultant's duties at home or while traveling, or except as otherwise
specifically authorized by the Corporation) any document, record, notebook,
plan, model, component, device, or computer software or code, whether embodied
in a disk or in any other form (collectively, the "Proprietary Items"). The
Consultant recognizes that, as between the Corporation and the Consultant, all
of the Proprietary Items, whether or not developed by the Consultant, are the
exclusive property of the Corporation. Upon termination of this Agreement by
either party, or upon the request of the Corporation during the Consulting
Period, the Consultant will return to the Corporation all of the Proprietary
Items in the Consultant's possession or subject to the Consultant's control, and
the Consultant shall not retain any copies, abstracts, sketches, or other
physical embodiment of any of the Proprietary Items.

     (b) Consultant Inventions. Each Consultant Invention will belong
 exclusively to the Corporation. The Consultant acknowledges that all of the
 Consultant's writing, works of authorship, and other Consultant Inventions are
 works made for hire and the property of the Corporation, including any
 copyrights, patents, or other intellectual property rights pertaining thereto.
 If it is determined that any such works are not works made for hire, the
 Consultant hereby assigns to the Corporation all of the Consultant's right,
 title, and interest, including all rights of copyright, patent, and other
 intellectual property rights, to or in such Consultant Inventions. The
 Consultant covenants that he will promptly:

     (i) disclose to the Corporation in writing any Consultant Invention;

     (ii) assign to the Corporation or to a party designated by the Corporation,
 at the Corporation's request and without additional compensation, all of the
 Consultant's right to the Consultant Invention for the United States and all
 foreign jurisdictions;


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    (iii) execute and deliver to the Corporation such applications, assignments,
and other documents as the Corporation may request in order to apply for and
obtain patents or other registrations with respect to any Consultant Invention
in the United States and any foreign jurisdictions;

    (iv) sign all other papers necessary to carry out the above obligations; and

    (v) give testimony and render any other assistance in support of the
Corporation's rights to any Consultant Invention.


    5.3 Disputes or Controversies. The Consultant recognizes that should a
dispute or controversy arising from or relating to this Agreement be submitted
for adjudication to any court, arbitration panel, or other third party, the
preservation of the secrecy of Confidential Information maybe jeopardized. All
pleadings, documents, testimony, and records relating to any such adjudication
will be maintained in secrecy and will be available for inspection by the
Corporation, the Consultant, and their respective attorneys and experts, who
will agree, in advance and in writing, to receive and maintain all such
information in secrecy, except as may be limited by them in writing.

     5.4      Definitions.

     (a) For the purposes of this Section 5, "Confidential Information" shall
mean any and all:

     (i) trade secrets concerning the business and affairs of the Corporation,
product specifications, data, know-how, formulae, compositions, processes,
designs, sketches, photographs, graphs, drawings, samples, inventions and ideas,
past, current, and planned research and development, current and planned
manufacturing or distribution methods and processes, customer lists, current and
anticipated customer requirements, price lists, market studies, business plans,
computer software and programs (including object code and source code), computer
software and database technologies, systems, structures, and architectures (and
related formulae, compositions, processes, improvements, devices, know-how,
inventions, discoveries, concepts, ideas, designs, methods and information, and
any other information, however documented, that is a trade secret within the
meaning of Chapter 688, Florida Statutes;

     (ii) information concerning the business and affairs of the Corporation
which


                                        5

includes historical financial statements, financial projections and budgets,
historical and projected sales, capital spending budgets and plans, the names
and backgrounds of key personnel, personnel training and techniques and
materials, however documented; and

    (iii) notes, analysis, compilations, studies, summaries, and othermaterial
prepared by or for the Corporation containing or based, in whole or in part, on
any information included in the foregoing.

     (b) For the purposes of this Section 5, "Consultant Invention" shall mean
any idea, invention, technique, modification, process, or improvement (whether
patentable or not), any industrial design (whether registerable or not), any
mask work, however fixed or encoded, that is suitable to be fixed, embedded or
programmed in a semiconductor product (whether recordable or not), and any work
of authorship (whether or not copyright protection may, be obtained for it)
created, conceived, or developed by the Consultant, either solely or in
conjunction with others, during the Consulting Period, or a period that includes
a portion of the Consulting Period, that relates in any way to, or is useful in
any manner in, the business then being conducted or proposed to be conducted by
the Corporation, and any such item created by the Consultant, either solely or
in conjunction with others, following termination of the Consultant's Consulting
Arrangement with the Corporation, that is based upon or uses Confidential
Information.

     6. NON-COMPETITION AND NON-INTERFERENCE

     6.1 Acknowledgments by the Consultant. The Consultant acknowledges that:
(a) the services to be performed by him under this Agreement are of a special,
unique, unusual, extraordinary, and intellectual character; (b) the
Corporation's business is national in scope and its products are marketed
throughout the United States and world wide; (c) the Corporation competes with
other businesses that are or could be located in any part of the United States
and world wide; (d) the provisions of this Section 6 are reasonable
and-necessary to protect the Corporation's business.

     6.2 Covenants of the Consultant. In consideration of the acknowledgments by
the Consultant, and in consideration of the compensation and benefits to be paid
or provided to the Consultant by the Corporation, the Consultant covenants that
he may, directly or indirectly:

     (a) during the Consulting Period, except in the course of his Consulting
Arrangement hereunder, and during the Post-Consulting Period (as defined below),
engage or invest in, own, manage, operate, finance, control, or participate in
the


                                        6

ownership, management, operation, financing, or control of, be employed by,
associated with, or in any manner connected with, lend the Consultant's name or
any similar name to, lend Consultant's credit to or render services or advice
to, any business whose products or activities compete in whole or in part with
the products or activities of the Corporation anywhere within the United States;
provided, however, that the Consultant may purchase or otherwise acquire up to
(but not more than) one percent of any class of securities of any enterprise
(but without otherwise participating in the activities of such enterprise) if
such securities are listed on any national or regional securities exchange or
have been registered under Section 12(g) of the Securities Exchange Act of 1934;

    (b) whether for the Consultant's own account or for the account of any other
person, at any time during the Consulting Period and the Post-Consulting Period,
solicit business of the same or similar typebeing carried on bythe Corporation,
from anyperson known by the Consultant to be a customer of the Corporation,
whether or not the Consultant had personal contact with such person during and
by reason of the Consultant's Consulting Arrangement with the Corporation;

    (c) whether for the Consultant's own account or the account of any other
person (i) at any time during the Consulting Period and the Post-Consulting
Period, solicit, employ, or otherwise engage as an employee, independent
contractor, or otherwise, any person who is or was an employee of the
Corporation at any time during the Consulting Period or in anymanner induce or
attempt to induce any employee of the Corporation to terminate his Consulting
Arrangement with the Corporation; or (ii) at any time during the Consulting
Period and . for three years thereafter, interfere with the Corporation's
relationship with any person, including any person who at anytime during the
Consulting Period was an employee, contractor, supplier, or customer of the
Corporation; or

    (d) at anytime during or after the Consulting Period, disparage the
Corporation or any of its shareholders, directors, officers, employees, or
agents.

    For purposes of this Section 6.2, the term "Post-Consulting Period" means
the one year period beginning on the date of termination of the Consultant's
Consulting Arrangement with the Corporation.

    If any covenant in this Section 6.2 is held to be unreasonable, arbitrary,
or against public policy, such covenant will be considered to be divisible with
respect to scope, time, and geographic area, and such lesser scope, time, or
geographic area, or all of them, as a court of competent jurisdiction may
determine to be reasonable, not arbitrary, and not against public policy, will
be effective, binding, and enforceable against the

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Consultant. The period of time applicable to any covenant in this Section 6.2
will be extended by the duration of any violation by the Consultant of such
covenant.

             7. NOTICES. All notices, consents, waivers, and other
communications under this Agreement must be in writing and will be deemed to
have been duly given when (a) delivered by hand (with written confirmation of
receipt), (b) sent by facsimile (with written confirmation of receipt), provided
that a copy is mailed by registered mail, return receipt requested, or (c) when
received by the addressee, if sent by a nation-ally recognized overnight
delivery service (receipt requested), in each case to the appropriate addresses
and facsimile numbers set forth below (or to such other addresses and facsimile
numbers as a party may designate by notice to the other parties):

     If to the Corporation:            Power Channel Inc.,  Delaware corporation
                                       16 North Main Street, Suite 39 New City,
                                       NY 10956

     If to the Consultant:             G. Robert Tatum
                                       501 Brickell Key Drive, suite 203
                                       Miami, Florida 33131


     8. BINDING EFFECT. This Agreement shall extend to, shall inure to the
benefit of and shall be binding upon all the parties hereto and upon all of
their respective heirs, successors and representatives.

     9. ENTIRE AGREEMENT. This Agreement, including the agreements incorporated
.by reference, contains the entire Agreement among the parties hereto with
respect to the matters contemplated hereby and supersedes all prior agreements
and undertakings between-the parties with respect to such matters. This
Agreement may not be amended, modified or terminated in whole or in part, except
in writing, executed by each of the parties hereto.

     10. INDEMNIFICATION. Consultant hereby agrees to hold harmless and
indemnify Corporation from and against any and all loss, damage, expense, and
cost (including reasonable attorneys' fees incurred in connection with the same)
incurred by Corporation as a result of Consultant's breach of any covenant or
agreement made herein.

     11. SPECIFIC PERFORMANCE. The Consultant acknowledges that his obligations
hereunder are unique, and that it would be extremely impracticable to


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measure the resulting damages if he should default in his obligations under this
Agreement. Accordingly, in the event of the failure by Consultant to perform
his obligations hereunder, which failure constitutes a breach hereof by him, the
Corporation may, in addition to any other available rights or remedies, sue in
equity for specific performance and, in connection with any such suit, the
Consultant expressly waives the defense therein that the Corporation has an
adequate remedy at law.

     12. SEVERABILITY. Should any part of any provision of this Agreement be
declared invalid by a court of competent jurisdiction, such decision or
determination shall not affect the validity of any remaining portion of such
provision or any other provision and the remainder of the Agreement shall remain
in full force and effect and shall be construed in all respects as if such
invalid or unenforceable provision or portion thereof were not contained herein.
In the event of a declaration of invalidity, the provision or portion thereof
declared invalid shall not necessarily be invalidated in its entirety, but shall
be observed and performed by the parties to the Agreement to the extent such
provision is 'valid and enforceable.

    .13. SECTION HEADINGS. The section headings contained herein are for
convenience of reference only and shall not be considered any part of the terms
of this Agreement.

     14. CHOICE OF LAW. This Agreement shall be interpreted and performed in
accordance with the laws of the State of Florida, and the parties agree,
notwithstanding the principles of conflicts of law, that the internal laws of
the State of Florida shall govern and control the validity, interpretation,
performance, and enforcement of this Agreement. Venue for any action under this
A greement shall rest in Miami-Dade County, Florida.

    IN WITNESS WHEREOF, Consultant has hereunto put his hand, and the
Corporation has caused this instrument to be executed in its corporate name by
its duly authorized officer, effective as of the day and-year first above
written.



CONSULTANT:                                      CORPORATION:

G.Roberth Tatum                                  Power Channel, Inc
                                                 Steve Lampert, President

By:______________                                BY:_____________________
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