Exhibit 4.1


February  26,  2002

Richard  Verdiramo
Interactive  Multimedia  Network
3163  Kennedy  Boulevard
Jersey  City,  New  Jersey  07306

Dear  Richard:

     The  purpose  of  this letter is to confirm the engagement of MCG Partners,
Inc.  ("MCG") to provide business management services for Interactive Multimedia
Network,  Inc. (the "Company"). The terms pursuant to which MCG is to assist and
advise  the  Company  are:

1.     Services.  The  Company hereby engages MCG to provide business management
services.  Such  services  of  MCG  may  include  business  consulting, advisory
services and such other similar matters. as to which MCG may, from time to time,
be  asked  to  consult  by  the  Company.

2.     Information. In connection with MCG's activities on the Company's behalf,
the Company will furnish MCG with all information that it may reasonably request
and  provide  MCG  reasonable access to Company officers, directors, accountants
and  counsel.

3.     Compensation.   In consideration of MCG's services, MCG shall be entitled
to  receive,  and the Company hereby agrees to pay MCG a consulting fee equal to
400,000  shares  of  IMNI  stock,  to  be  registered pursuant to a registration
statement of Form S-8.  Such shares shall be payable at a rate of 100,000 shares
per  month  or  sooner  dependent  upon  the  results  achieved  by MCG in their
endeavors  for  the  Company.

4.     Termination.   The  Company  may  terminate  this  Agreement  on 30 days'
written  notice.

5.     Governing Law/Resolution of Disputes.  The validity and interpretation of
the Agreement shall be governed by the law of the State of Florida applicable to
agreements  made to be fully performed therein. MCG and the Company will attempt
to  settle  any  claim  or  controversy  arising  out  of this Agreement through
consultation  and  negotiation in good faith and a spirit of mutual cooperation.
If  those  attempts  fail,  then  the  dispute  will  be  mediated by a mutually
acceptable  mediator  to  be  chosen by MCG and the Company within 15 days after
written  notice  from  either  party  demanding  mediation.  Neither  party  may
unreasonably  withhold  consent to selection of a mediator, and the parties will
share  the costs of the mediation equally.  Any dispute which the parties cannot
resolve  through  negotiation  or mediation within six months of the date of the
initial  demand  for  it  by one of the parties may then be submitted to binding
arbitration  under  the  rules  of  the  American  Arbitration  Association  for
resolution.  The  use  of  mediation will not be construed under the doctrine of
latches,  waiver  or  estoppel  to  affect adversely the rights of either party.
Nothing  in  this paragraph will prevent either party from resorting to judicial
proceedings  if  (a)  good  faith  efforts  to  resolve  the dispute under these
procedures  have  been  unsuccessful  or  (b)  interim  relief  from  a court is
necessary  to  prevent  serious  and  irreparable  injury.






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6.     Successors  and  Assigns.   The benefits of this Agreement shall inure to
the  respective  successors and assigns of the parties hereto, their successors,
assigns and representatives, and the obligations and liabilities assumed in this
agreement  by  the parties shall be binding upon their respective successors and
assigns;  provided,  that  the  rights and obligations of the Company under this
Agreement  may  not be assigned without the prior written consent of MCG and any
other  purported  assignment  shall  be  null  and  void.  MCG  may  assign this
Agreement  to  an  affiliate  without  the  Company's  consent.

7.     Miscellaneous.  The  Company represents hereby that it is a sophisticated
business  enterprise that has retained MCG for the limited purposes set forth in
this  letter, and the parties acknowledge and agree that their respective rights
and obligations are contractual in nature.  Each party disclaims an intention to
impose  fiduciary  obligations  on  the  other  by  virtue  of  the  engagement
contemplated  by  this  letter.

If  the  foregoing is acceptable, please sign a copy of this letter in the space
provided  below  and  return  the  copy  to  the  undersigned.

Very  truly  yours,

MCG  Partners,  Inc.

By:  _________________________________
Neil  Swartz,  President

Confirmed  and  Agreed:

Interactive  Multimedia  Network,  Inc.

By:  _________________________________
Richard  J.  Verdiramo,  President






























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