ADDENDUM TO MANAGEMENT AND CONSULTING AGREEMENT This Addendum to the Management and Consulting Agreement ("Agreement") is made and entered into on August 29, 2001, but shall have an effective date of January 10, 2001, ("Effective Date") by and between...

                 ADDENDUM TO MANAGEMENT AND CONSULTING AGREEMENT

This Addendum to the Management and Consulting  Agreement  ("Agreement") is made
and entered into on August 29, 2001, but shall have an effective date of January
10, 2001,  ("Effective  Date") by and between Cosmoz  Infrastructure  Solutions,
Inc., a Delaware corporation  ("Company") and  SharpManagement,  LLC, a Delaware
LLC ("SharpManagement"). Any previously executed Addendums to the Management and
Consulting Agreement between the parties are hereby null and void.

Whereas, under the original Agreement,  the Company retained  SharpManagement to
provide services to the Company;

Whereas,  the one-year term under the original  Agreement expired on January 10,
2000, and SharpManagement has continued to provide services in good faith;

Whereas, the Company desires  SharpManagement to continue to provide services to
the Company;

Now,   therefore,   in  consideration   duly  noted  herein,   the  Company  and
SharpManagement (collectively the "Parties") agree as follows:

All terms and conditions of the Agreement  (attached hereto) entered into on May
17,  2000,  shall be adopted  and shall be given  continuity  to this  Addendum,
excluding  the terms and  conditions  under  paragraphs  2 and 4, which shall be
modified as follows:

    2.   Compensation.

              (a) Not applicable;

              (b) The Parties agree to extend the term of the Agreement  entered
                  into on May 17, 2000, for an additional  year term,  effective
                  January 10, 2001.  The Company  shall pay to  SharpManagement,
                  during the term of this extension to the Agreement  $15,000.00
                  per month  through  March 31, 2001 and $5,000.00 per month for
                  the  remainder  of the  one-year  extension  period  from  the
                  Effective Date; and

              (c) Not applicable.

    4.   Term.  This Addendum shall begin with the Effective Date of January 10,
         2001 and shall continue for one year from such date. The term shall not
         automatically renew.

Company:                                 SharpManagement:
Cosmoz Infrastructure Solutions, Inc.    000 Xxxxxxx Xxxx., Xxxxx 000
000 Xxxxxxxxxx Xxxxx, Xxxxx 000          Xxxxxxxxxx, XX 00000
Xxxxxxxx, XX 00000


By: /s/ Wing Yu                          By: /s/ Xxxxxxx Xxxx
---------------                          --------------------
Wing Yu, COO                             Xxxxxxx Xxxx, Managing Member