CONSULTING  AGREEMENT


     CONSULTING  AGREEMENT  dated as of February 22, 2000 between PAYFORVIEW.COM
CORP,  a  Nevada  corporation,  ("PAYV"), on the one hand, and M. RICHARD CUTLER
("Cutler"),  BRIAN  A.  LEBRECHT  ("Lebrecht"),  VI  BUI  ("Bui"), JAMES STUBLER
("Stubler")  and  SAMUEL  EISENBERG  ("Eisenberg",  and,  together  with Cutler,
Lebrecht,  Bui  and  Stubler,  the  "Consultants"),  on  the  other  hand.


     WHEREAS:

     A.     Consultants have agreed to render consulting services with regard to
the negotiation and completion of a stock exchange between PAYV and the majority
shareholder  of  MAS Acquisition XVI Corp., an Indiana corporation (the "MAS XVI
Shareholder").

     B.     In  the  event  PAYV is able to complete the Stock Exchange with the
MAS  XVI Shareholder, PAYV wishes to compensate Consultants for their consulting
services.


     NOW  THEREFORE,  it  is  agreed:

     1.     Cash  Compensation.  PAYV  shall  pay  by  bank  wire  to  Cutler  a
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consulting fee of $100,000.00 immediately upon the execution of a stock exchange
agreement  with  the  MAS  XVI  Shareholder.

     2.     Stock  Compensation.  PAYV  shall  pay and cause to be issued to the
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Consultants  a  consulting  fee  of  335,000 shares of common stock of PAYV (the
"Shares")  immediately upon the execution of a stock exchange agreement with the
MAS  XVI  Shareholder.  Such  shares shall be subject to registration by PAYV on
Form  S-8 within 7 days of PAYV closing on the stock exchange agreement with the
MAS  XVI  Shareholder.  The  Consultants  agree  to  prepare  and  file  the S-8
Registration  Statement  at  their  sole  expense.  PAYV  agrees  to furnish the
opinion  of counsel required as Exhibit 5 for such Registration Statement at its
sole expense.  Such shares shall be issued as follows: 174,200 to Cutler, 53,600
to  Lebrecht,  40,200  to  Bui,  33,500  to  Stubler  and  33,500  to Eisenberg.

     3.     Miscellaneous.  This  Agreement (i) shall be governed by the laws of
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the  State  of  California;  (ii)  may be executed in counterparts each of which
shall  constitute  an  original;  (iii)  shall  be  binding upon the successors,
representatives, agents, officers and directors of the parties; and (iv) may not
be  modified  or  changed  except  in  a  writing  signed  by  all  parties.



     This  Consulting  Agreement  has  been  executed as of the date first above
written.


PAYFORVIEW.COM  CORP.

/s/ Marc Pitcher
____________________________________________________
By:     Marc  Pitcher,  President



CONSULTANTS

/s/ M. Richard Cutler
____________________________________________________
M.  Richard  Cutler

/s/ Brian A. Lebrecht
____________________________________________________
Brian  A.  Lebrecht

/s/ Vi Bui
____________________________________________________
Vi  Bui

/s/ James Stubler
____________________________________________________
James  Stubler

/s/ Samuel Eisenberg
____________________________________________________
Samuel  Eisenberg
____________________________________________________