AMENDMENT NO. 2 TO THE AMENDED AND
                          RESTATED CONSULTING AGREEMENT

          THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CONSULTING  AGREEMENT
(the  "Amendment"),  made and  entered  into  this  13th day of May,  2004  (the
"Effective  Date"),  by and between Salvatore Russo, with his principal place of
business at 403 East Main Street,  Port Jefferson,  New York 11777  (hereinafter
referred to as  "Consultant"),  and PowerChannel,  Inc., a Delaware  corporation
with its  principal  place of  business at 16 North Main  Street,  Suite 39, New
City, New York 10956 (hereinafter referred to as "Corporation").

                              W I T N E S S E T H:

          WHEREAS,   the  Corporation  and  SOS  Resources  Services,   Inc.,  a
corporation  of  which  the  Consultant  is  the  sole  officer,   director  and
shareholder,  entered  into a  Consulting  Agreement  effective  the 24th day of
November, 2003 (the "Initial Agreement");

          WHEREAS,  the Corporation  and the Consultant  entered into an Amended
and Restated Consulting Agreement effective as of the 20th day of January,  2004
(the "Restated Agreement") which restated and amended the Initial Agreement; and

          WHEREAS, the Corporation and the Consultant entered into the Amendment
No. 1 to the Amended and Restated  Consulting  Agreement effective as of the 9th
day of February, 2004;

          WHEREAS,  the  Corporation and the Consultant are desirous of amending
the Restated Agreement, as amended, so that it reflects the compensation paid to
and received by the Consultant.

          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 that the following provisions are amended:

            1. Section 3.2 of the Restated  Agreement is hereby  superceded  and
replaced with the following:

                    "3.2 The  Corporation  has issued an  aggregate of 1,160,943
               shares  of  common  stock  that  have  been  registered  with the
               Securities  and Exchange  Commission  on a Form S-8  Registration
               Statement;"

          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, all as of the Execution Date.

     CONSULTANT:                                     CORPORATION:

                                                     PowerChannel, Inc.

                                            By:
- ---------------------------                          ---------------------------
     Salvatore Russo                                 Steven Lampert, CEO

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