Consulting Agreement (2001)Full Document 

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                           NORTHSTAR ADVERTISING INC.



                              CONSULTING AGREEMENT

         Agreement made this 29 day of July, 2000, Total Entertainment, Inc.
(the "Corporation") and NorthStar Advertising, Inc. the ("Consultant"):

         In consideration of the mutual promises contained in this Agreement,
the contracting parties agree as follows:

                                   RECITALS:

         The Corporation desires to engage the services of the Consultant to
perform consulting services for the Corporation relating to all phases of the
Corporation's public relations in the areas of investor and broker/dealer
relations as such may pertain to the operation of the Corporation's business
(the "Services").

         The Consultant desires to provide the Services to the Corporation.


                                   AGREEMENT

                                      TERM

         1. The respective duties and obligations of the parties shall be for a
period of twelve (12) months commencing on the date hereof. This Agreement may
be terminated by either of the parties only in accordance with the terms and
conditions set forth in Paragraph 7 below.

                        SERVICES PROVIDED BY CONSULTANT

         2. Consultant will provide the Services in connection with the
Corporation's "public relations" dealings with NASD broker/dealers and the
investing public. (At no times shall the Consultant provide services, which
would require Consultants to be registered and licensed with any federal or
state regulatory body or self-regulatory agency). During the term of this
Agreement, Consultant will provide those services customarily provided by a
public relations firm to a Corporation, including but not necessarily limited to
the following:

              (a) Aiding the Corporation in developing a marketing plan directed
at informing the public of the business of the Corporation:

              (b) Providing assistance and expertise in devising an advertising
campaign in conjunction with the marketing campaign set forth in (a) above;

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              (c) Advise the Corporation and provide assistance in dealing with
institutional investors as it pertains to offerings of the Corporation's
securities;

              (d) Aid and assist the Corporation in its efforts to secure
"market markers" to trade the Corporation's common stock by providing such
information as may be required;

              (e) Aid and advise the Corporation in establishing a means of
securing nationwide interest in the Corporation's securities;

              (f) Aid and assist the Corporation in creating a "website";

              (g) Aid and assist the Corporation in creating an "institutional
site program" to provide ongoing and continuos information to fund managers;

              (h) Aid and consult with the Corporation in the preparation and
dissemination of press releases and news announcements;

              (i) Aid and consult with the Corporation in the preparation and
dissemination of all "due diligence" package requested by and furnished to NASD
registered broker/dealers, and/or other institutional and/or fund managers
requesting such information from the Corporation;

              (j) Aid and consult with the Corporation in providing the
necessary due diligence materials in connection with any merger or acquisition
the Corporation may contemplate and/or enter into during the term of this

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