EXHIBIT 10.13

                              CONSULTING AGREEMENT

           This Consulting  Agreement  ("Agreement")  is made effective this 5th
day of March 1998, by and between, Park Street Investments, Inc. ("Consultant"),
a Utah corporation 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 a
recapitalization  of its securities;  and to assist Client with a reorganization
with another business entity.

                                    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.   and  counsel  Client  relative to the steps  necessary  to assist
               Client with a recapitalization  of its securities;  and to assist
               Client with a reorganization  with another business entity.  This
               includes,  but is not limited to,  preparing  proxy  material and
               other  correspondences  to Client's  shareholders  and  creditors
               informing them of the  transactions  herein and requesting  their
               approvals and releases where applicable;

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

          c.   in  restructuring  Client's capital  formation  through a reverse
               split,  re-authorization  of debt  and/or  equity;  in  obtaining
               shareholder  votes  on  corporate   matters;   in  preparing  the
               correspondences  necessary  to  carry  out  the  actions  in this
               paragraph  including  notices  to  the  NASD,   Depository  Trust
               Corporation  ("DTC"),  CUSIP Bureau,  Client's Transfer Agent and
               Market Makers;

          d.   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;  in  preparing  and filing
               other  documents  with  the  necessary  regulatory  bodies  as is
               required  by law,  including,  but not limited to  preparing  and
               filing forms 10K and 10Q as necessary;

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

          f.   to assist Client in the preparation of corporate resolutions, and
               other correspondences  necessary to fulfill its obligations under
               this  Agreement,  including  Board and  shareholder  resolutions,
               resignations and appointments.

          g.   in locating a reorganization  candidate  ("Candidate") for Client
               that would provide Client's current shareholders with an equal or
               better  opportunity  in terms  of  equity  or stock  appreciation
               potential than they currently have.

          h.   in assisting with structuring a reorganization ("Reorganization")
               transaction with a Candidate including the preparation and review
               of reorganization documents

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

2.   Compensation  Client shall  compensate  Consultant for consulting  services
     ("Consulting Services") rendered pursuant to this Agreement as follows:

          a.   Consultant shall acquire from Client, fifteen million one hundred
               thousand  (15,100,000) shares of Client's restricted common stock
               for $15,100  cash.  Consultant  shall further be appointed to the
               board of directors of Client.

          b.   At  closing  time  of  a  reorganization  between  Client  and  a
               Candidate, Client shall issue to Consultant, shares of its common
               stock in an amount  not to exceed  fifteen  percent  (15%) of the
               total issued and outstanding shares of Client, which amount is to
               be based on the total  issued  and  outstanding  shares of Client
               after a Reorganization between Client and a Candidate.

          c.   Consultant shall also be entitled to any cash fee that it is able
               to achieve from the Reorganization Candidate.

          d.   Notwithstanding  paragraph  2(a)  herein,  all  shares  issued to
               Consultant  pursuant to this Agreement shall be registered  under
               section S-8 of the Securities  and Exchange Act. If  Consultant's
               shares are deemed  restricted  under the Act,  such shares  shall
               have  "piggy  back"  registration  rights  with any  registration
               statement,  such statement  filed at such time as Client,  in its
               sole discretion, deems advisable.

3.       Client's Obligations.

          a.   If  necessary,  Client  agrees to assist  Consultant in obtaining
               release  and   indemnification   letters  from  all  of  Client's
               creditors and vendors releasing Client of any further  obligation
               to such creditors and vendors.  Further,  upon  completion of the
               asset sale and  Reorganization,  the current  directors of Client
               shall  resign and provide  Consultant  with  similar  release and
               indemnification  letters  and shall  warrant  that Client is free
               from any  liabilities  or pending  or  threatened  litigation  or
               environmental problems.

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          b.   Client will seek to sell its assets  existing at the time of this
               agreement  and  will  use  proceeds  from any sale to pay off its
               creditors.

          c.   Notwithstanding  item  (2),  Client  shall  not  issue any of its
               securities  to any other party during the term of this  Agreement
               without written consent from Consultant.

4.       Limitations

          a.   Consultant  shall have no right to any proceeds  from the sale or
               distribution  of  Client's  assets  existing  at the time of this
               agreement. Additionally, while consultant will have 51% ownership
               of Client's stock pursuant to this Agreement,  consultant  agrees
               to only votes its shares as directed  by Client  with  regards to
               any manner concerning the sale of Client's assets existing at the
               time of this agreement.

5.       Term of Agreement, Extensions and Renewals

          a.   This Agreement  shall be in effect from the date first  appearing
               herein until a period beginning one year from the date the assets
               of Client -- existing at the time of this  Agreement -- are sold.
               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.
               In the event  Client  has not been  Reorganized  within  the time
               period discussed in this paragraph,  Consultant shall forfeit the
               compensation described in Section (2).

          b.   This  Agreement  may also be  terminated  when a sale of Client's
               assets has been completed and Client has been Reorganized.

          c.   Notwithstanding 5(a) and 5(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.

6.       Expenses.
         ---------

          a.   The $15,000 paid by Consultant  for the  restricted  stock shares
               pursuant  to  paragraph  (2) herein  shall be used to pay for the
               costs involved in connection with the services herein. Each party
               shall be responsible for any other outside legal,  accounting and
               any other costs  incurred  in  connection  with the  transactions
               contemplated   herein.   No  party   shall  have  any   financial
               responsibility  to the other for failure to complete the proposed
               transactions.

7.       Due Diligence

          a.   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.

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8.       Best Efforts Basis

          a.   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.

9.       Non-Circumvention.

          a.   Client  agrees  that  Client  will not  enter  into any  business
               combination  or enter into any  transaction  involving a business
               opportunity or asset introduced to Client by Consultant,  without
               compensating Consultant pursuant to this Agreement.  Neither will
               Client terminate this Agreement solely as a means to avoid paying
               Consultant  compensation earned or to be earned, or any other way
               attempt to circumvent Consultant or this Consulting Agreement.

10.      Independent Legal and Financial Advice

          a.   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.

11.      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

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               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/ Mary C. MacGuire

_______________________                         Date: ______________________
Mary C. MacGuire, President


Park Street Investments, Inc.

 /s/ Ken Kurtz

_______________________                         Date: ______________________
Ken Kurtz, President

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