EXHIBIT 10.12

                              CONSULTING AGREEMENT

         This Consulting Agreement ("Agreement") is made effective this 30th day
of November,  1998 by and between,  Ken W. Kurtz  ("Consultant"),  an individual
residing in Utah with offices  located at 2133 E 9400 S Suite 151,  Sandy,  Utah
84093 and Nugget Exploration, Inc. ("Client"), a Nevada Corporation with offices
located  at 815 South  Durbin St.  Casper,  Wyoming  82601  with  respect to the
following:

                                    RECITALS

         WHEREAS,  Consultant is in the business of providing  general  business
consulting services to privately held and publicly held corporations; and

         WHEREAS, Client desires to retain Consultant to assist Client with such
services.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration,  the
receipt and adequacy of which is expressly  acknowledged,  Client and Consultant
agree as follows:

1.       Engagement of Consultant.  Consultant agrees to use its best efforts to
         assist Client:

          a.   In strategic  planning,  market research and in negotiating  with
               and  hiring  qualified  professionals  to assist  the  Company in
               determining  new  markets  and  opportunities  for the  Company's
               current and future products and services;

          b.   with various forms of document preparation  including preparation
               of employment  agreements,  contracts and securities filings such
               as those needed by Client on Form 10-KSB,  Form 10-QSB,  and Form
               8-K;

          c.   in preparing and filing other  documents with the necessary State
               and Federal regulatory
                  bodies as is required by law;

          d.   in preparing the correspondences required by the NASD, Depository
               Trust Corporation ("DTC"), CUSIP Bureau, Client's Transfer Agent;

          e.   in identifying  professionals  to assist the Company in preparing
               financial  statements  and  obtaining  an audit on the  financial
               statements  in  accordance   with  U.S.  GAAP   standards  by  an
               accounting firm with SEC peer review;

          f.   in finding an attorney to provide any necessary legal  assistance
               and opinions as required or if requested;

          g.   in  the   preparation   of  corporate   resolutions,   and  other
               correspondences  necessary to fulfill its obligations  under this
               Agreement, including Board and shareholder resolutions.

         All of the foregoing  services  collectively  are referred to herein as
the "Consulting Services."

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2.       Compensation   Client  shall  compensate   Consultant  as  follows  for
         consulting services ("Consulting  Services") to be rendered pursuant to
         this Agreement which Client  acknowledges  consultant as having already
         substantially performed:

          a.   Consultant shall issue to Client, four hundred thousand (400,000)
               shares of Client's common stock.

          b.   All shares issued to Consultant  pursuant to this Agreement shall
               be  free-trading  and  registered  on  a  Form  S-8  registration
               statement  which  Client  undertakes  to  file  immediately  upon
               execution  of this  Agreement.  Client  further  agrees to file a
               post- effective  amendment with a resale  prospectus as is deemed
               necessary by counsel.

3.       Term of Agreement, Extensions and Renewals

          a.   This  Agreement  shall be in effect for a period of one year from
               the date  herein.  This  Agreement  may be extended on a month to
               month basis (the "Extension  Period") by mutual  agreement of the
               parties  executed in writing  specifying the compensation for the
               Extension Period.

          b.   In the event of early termination,  Client shall be obligated for
               any  amounts  due under  this  agreement.  Such  notice of either
               extension  or  termination  shall  be in  writing  and  shall  be
               delivered via U.S. certified mail, when applicable, effective ten
               (10) days after delivery to the other.

4.       Expenses.   Each party shall be responsible  for its  own expenses  for
         the Consulting Services herein.

5.       Due  Diligence  Client  shall  supply  and  deliver to  Consultant  all
         information  as may be  reasonably  requested by  Consultant  to enable
         Consultant  to make an  investigation  of the Client  and its  business
         prospects,   and  they  shall  make  available  to  Consultant   names,
         addresses,  and telephone  numbers as Consultant  may need to verify or
         substantiate any such information provided.

6.       Best Efforts Basis Consultant  agrees that it will at all times, to the
         best of its  experience,  ability and  talents,  perform all the duties
         that may be  required of and from  Consultant  pursuant to the terms of
         this  Agreement.  Consultant  does not guarantee  that its efforts will
         have  any  impact  on the  Clients'  business  or that  any  subsequent
         financial improvement will result from Consultants' efforts.

7.       Independent Legal and Financial Advice  Consultant  is not a law  firm;
         neither is it an accounting  firm.  Consultant does,  however,  retain
         professionals  in those  capacities  to better  enable  Consultant  to
         provide consulting  services.  Client represent that they have not nor
         will  they  construe  any of the  Consultants'  representations  to be
         statements  of  law.   Client  has  and  will  continue  to  seek  the
         independent  advice  of legal  and  financial  counsel  regarding  all
         material aspects of the  transactions  contemplated by this Agreement,
         including the review of all documents provided by Consultant to Client
         and all opportunities Consultant introduces to Client.


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8.       Miscellaneous

          a.   The execution  and  performance  of this  Agreement has been duly
               authorized by all requisite  individual or corporate  actions and
               approvals  and is free of  conflict  or  violation  of any  other
               individual  or  corporate  actions  and  approvals  entered  into
               jointly and  severally  by the  parties  hereto.  This  Agreement
               represents the entire Agreement  between the parties hereto,  and
               supersedes  any prior  agreements  with  regards  to the  subject
               matter  hereof.  This  Agreement may be executed in any number of
               facsimile  counterparts  with the  aggregate of the  counterparts
               together constituting one and the same instrument. This Agreement
               constitutes a valid and binding  obligation of the parties hereto
               and their successors,  heirs and assigns and may only be assigned
               or amended by written consent from the other party.

          b.   No term of this  Agreement  shall  be  considered  waived  and no
               breach  excused by either  party  unless made in writing.  In the
               event that any one or more of the  provisions  contained  in this
               Agreement shall for any reason be held to be invalid, illegal, or
               unenforceable  in any respect,  such  invalidity,  illegality  or
               unenforceability  shall not affect any other  provisions  of this
               Agreement, and this Agreement shall be constructed as if it never
               contained any such invalid, illegal or unenforceable  provisions.
               The parties hereto shall cooperate with each other to achieve the
               purpose  of this  Agreement.  From time to time,  each party will
               execute  additional  instruments  and take such  action as may be
               reasonably  requested  by the other  party to  confirm or perfect
               title to any property transferred hereunder or otherwise to carry
               out the intent and purposes of this Agreement.

         c.       The  validity,   interpretation,   and   performance  of  this
                  Agreement  shall be controlled by binding  arbitration  in the
                  State  of  Wyoming  under  the  rules  then  obtaining  of the
                  American  Arbitration  Association.  Such  arbitration  ruling
                  shall be final and binding amongst the parties herein.  If any
                  action is brought to enforce or interpret  the  provisions  of
                  this  Agreement,  the  prevailing  party  shall be entitled to
                  recover  reasonable  attorneys'  fees,  court costs, and other
                  costs  incurred in  proceeding  with the action from the other
                  party.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date herein above written.

Nugget Exploration, Inc.

 /s/ Tyson Schiff                                 /s/ Ken W. Kurtz
----------------------------                     -----------------------------
Tyson Schiff, President                          Ken W. Kurtz



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