Exhibit 10.25

                              CONSULTING AGREEMENT

This Consulting  Agreement (the "Agreement"),  effective as of February 18, 2004
is entered into by and between  NuTech  Digital  Inc., a California  corporation
(herein referred to as the "Company") and Redwood Consultants, LLC, a California
Limited Liability Company (herein referred to as the "Consultant").

                                    RECITALS

WHEREAS, Company is a publicly-held  corporation with its common stock traded on
the OTC BB Market under the symbol NTDL; and

WHEREAS,  Company  desires to engage the services of Consultant to represent the
Company  in  investors'   communications  and  public  relations  with  existing
shareholders,  brokers,  dealers and other  investment  professionals  as to the
Company's  current  and  proposed  activities,  and to consult  with  management
concerning such Company activities;

NOW THEREFORE,  in  consideration  of the promises and the mutual  covenants and
agreements  hereinafter  set forth,  the parties  hereto  covenant  and agree as
follows:

1. Term of Consultancy. Company hereby agrees to retain the Consultant to act in
a consulting capacity to the Company and the Consultant hereby agrees to provide
services to the Company  commencing  upon February 18, 2004 and ending on August
18, 2004.  The Company may terminate  this Agreement at any time during the term
upon five days written notice to the Consultant.

2. Duties of Consultant.  The Consultant  agrees that it will generally  provide
the following  specified  consulting services through its officers and employees
during the term specified in Section 1.:

      (a) Consult and assist the Company in developing and implementing
appropriate plans and means for presenting the Company and its business plans,
strategy and personnel to the financial community, establishing an image for the
Company in the financial community, and creating the foundation for subsequent
financial public relations efforts;

      (b) Introduce the Company to the financial community;

      (c) With the cooperation of the Company, maintain an awareness during the
term of this Agreement of the Company's plans, strategy and personnel, as they
may evolve during such period, and consult and assist the Company in
communicating appropriate information regarding such plans, strategy and
personnel to the financial community;


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      (d) Assist and consult the Company with respect to its (i) relations with
stockholders, (ii) relations with brokers, dealers, analysts and other
investment professionals, and (iii) financial public relations generally;

      (e) Perform the functions generally assigned to stockholder relations and
public relations departments in major corporations, including responding to
telephone and written inquiries (which may be referred to the Consultant by the
Company); preparing press releases for the Company with the Company's
involvement and approval of press releases, reports and other communications
with or to shareholders, the investment community and the general public;
consulting with respect to the timing, form, distribution and other matters
related to such releases, reports and communications; and, at the Company's
request and subject to the Company's securing its own rights to the use of its
names, marks, and logos, consulting with respect to corporate symbols, logos,
names, the presentation of such symbols, logos and names, and other matters
relating to corporate image;

      (f) Upon the Company's direction and approval, disseminate information
regarding the Company to shareholders, brokers, dealers, other investment
community professionals and the general investing public;

      (g) Upon the Company's approval, conduct meetings, in person or by
telephone, with brokers, dealers, analysts and other investment professionals to
communicate with them regarding the Company's plans, goals and activities, and
assist the Company in preparing for press conferences and other forums involving
the media, investment professionals and the general investment public;

      (h) At the Company's request, review business plans, strategies, mission
statements budgets, proposed transactions and other plans for the purpose of
advising the Company of the public relations implications thereof; and,

      (i) Otherwise perform as the Company's consultant for public relations and
relations with financial professionals.

3.  Allocation of Time and Energies.  The Consultant  hereby promises to perform
and  discharge  faithfully  the  responsibilities  which may be  assigned to the
Consultant from time to time by the officers and duly authorized representatives
of the  Company  in  connection  with the  conduct of its  financial  and public
relations  and  communications  activities,  so long as such  activities  are in
compliance with applicable securities laws and regulations. Consultant and staff
shall  diligently  and  thoroughly  provide  the  consulting  services  required
hereunder.  Although no specific  hours-per-day  requirement  will be  required,
Consultant  and the Company  agree that  Consultant  will perform the duties set
forth  herein  above  in  a  diligent  and  professional   manner.  The  parties
acknowledge and agree that a disproportionately large amount of the effort to be
expended and the costs to be incurred by the  Consultant  and the benefits to be
received by the Company are expected to occur within or shortly  after the first
two months of the effectiveness of this Agreement.  It is explicitly  understood
that Consultant's performance of its duties hereunder will in no way be measured
by the  price of the  Company's  common  stock,  nor the  trading  volume of the
Company's  common stock. It is also understood that the Company is entering into
this  Agreement  with Redwood

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Consultants, LLC ("RWC"), a California Limited Liability Company and not any
individual member of RWC, and, as such, Consultant will not be deemed to have
breached this Agreement if any member, officer or director of RWC leaves the
firm or dies or becomes physically unable to perform any meaningful activities
during the term of the Agreement, provided the Consultant otherwise performs its
obligations under this Agreement.

4.  Remuneration.  As full and complete  compensation for services  described in
this Agreement, the Company shall compensate RWC as follows:

      4.1 For undertaking this engagement and for other good and valuable
consideration, the Company agrees to issue to the Consultant a "Commencement
Bonus" of 75,000 shares of the Company's Common Stock ("Common Stock") to be
delivered to Consultant within ten (10) business days of the signing of this
Agreement and a $7,500.00 cash retainer fee. This Commencement Bonus shall be
issued to the Consultant immediately following execution of this Agreement and
shall, when issued and delivered to Consultant, be fully paid and
non-assessable. The Company understands and agrees that Consultant has foregone
significant opportunities to accept this engagement and that the Company derives
substantial benefit from the execution of this Agreement and the ability to
announce its relationship with Consultant. The 75,000 shares of Common Stock
issued as a Commencement Bonus and the cash retaining fee, therefore, constitute
payment for Consultant's agreement to consult to the Company and are a
nonrefundable, non-apportionable, and non-ratable retainer; such shares of
common stock are not a prepayment for future services. If the Company decides to
terminate this Agreement for any reason whatsoever, it is agreed and understood
that Consultant will not be requested or demanded by the Company to return any
of the shares of Common Stock paid to it as a Commencement Bonus hereunder.
Further, if and in the event the Company is acquired in whole or in part, during
the term of this Agreement, it is agreed and understood Consultant will not be
requested or demanded by the Company to return any of the 75,000 shares of
Common Stock paid to it hereunder. It is further agreed that if at any time
during the term of this Agreement, the Company or substantially all of the
Company's assets are merged with or acquired by another entity, or some other
change occurs in the legal entity that constitutes the Company, the Consultant
shall retain and will not be requested by the Company to return any of the
75,000 shares.

 In addition, the Company will within 10 days issue:
      a. 100,000 two year $1.15 purchase warrants
      b. 100,000 two year $1.50 purchase warrants
      c. 100,000 two year $1.80 purchase warrants

Each  warrant is callable at the  Company's  option if the stock price closes at
least $0.50 cents above the exercise price for 5 consecutive days, and only when
the

<PAGE>

shares underlying the warrants have been registered. The warrants will have a
two year life, expiring February 18, 2006.

      4.2 For performance under this Agreement on a month-to-month basis,
beginning on April 18, 2004 and continuing on the eighteenth day of May, June,
July and August 2004, so long as this Agreement has not been terminated, the
Company shall pay a monthly Consultancy Fee consisting of 45,000 shares of the
Company's Common Stock. If the Consultant receives notice of termination of this
Agreement on or before the tenth day of any month during the term, no
Consultancy Fee shall be due or payable for that month or for any month
following the termination date.

      4.3 The Commencement Bonus shares issued pursuant to this agreement shall
be issued in the name of Redwood Consultants, LLC Tax ID # 68-047-3637.

      4.4 With each transfer of shares of Common Stock to be issued pursuant to
this Agreement (collectively, the "Shares"), Company shall cause to be issued a
certificate representing the Common Stock and a written opinion of counsel for
the Company stating that said shares are validly issued, fully paid and
non-assessable and that the issuance and eventual transfer of them to Consultant
has been duly authorized by the Company. Company warrants that all Shares issued
to Consultant pursuant to this Agreement shall have been validly issued, fully
paid and non-assessable and that the issuance and any transfer of them to
Consultant shall have been duly authorized by the Company's board of directors.

      4.5 Consultant acknowledges that the shares of Common Stock to be issued
pursuant to this Agreement (collectively, the "Shares") have not been registered
under the Securities Act of 1933, and accordingly are "restricted securities"
within the meaning of Rule 144 of the Act. As such, the Shares may not be resold
or transferred unless the Company has received an opinion of counsel reasonably
satisfactory to the Company that such resale or transfer is exempt from the
registration requirements of that Act.

      4.6 In connection with the acquisition of Shares hereunder, the Consultant
represents and warrants to the Company, to the best of its/his knowledge, as
follows:

            (a) Consultant acknowledges that the Consultant has been afforded
the opportunity to ask questions of and receive answers from duly authorized
officers or other representatives of the Company concerning an investment in the
Shares, and any additional information which the Consultant has requested.

            (b) Consultant's investment in restricted securities is reasonable
in relation to the Consultant's net worth, which is in excess of ten (10) times
the Consultant's cost basis in the Shares. Consultant has had experience in
investments in restricted and publicly traded securities, and Consultant has had

<PAGE>

experience in investments in speculative  securities and other investments which
involve  the  risk  of  loss  of  investment.  Consultant  acknowledges  that an
investment  in the  Shares  is  speculative  and  involves  the  risk  of  loss.
Consultant has the requisite  knowledge to assess the relative  merits and risks
of this  investment  without the necessity of relying upon other  advisors,  and
Consultant  can afford the risk of loss of his entire  investment in the Shares.
Consultant is (i) an accredited investor,  as that term is defined in Regulation
D promulgated  under the Securities Act of 1933, and (ii) a purchaser  described
in Section 25102 (f) (2) of the California  Corporate Securities Law of 1968, as
amended.

            (c) Consultant is acquiring the Shares for the Consultant's own
account for long-term investment and not with a view toward resale or
distribution thereof except in accordance with applicable securities laws.

      4.7 Additionally, for a period of two years after the effective date
hereof, should the Company make any public offering of its securities pursuant
to an effective registration statement under the Securities Act of 1933 (with
the exception of an offering included on Form S-4 or Form S-8), as amended,
Consultant shall be entitled, and the Company agrees, to include in such
registration any or all of the common stock given to Consultant by the Company
as consideration hereunder [commonly referred to as "Piggyback Registration
Rights"]. All such registration rights shall be subject to customary market
stand-off and underwriter cutback provisions.

5. Intentionally left blank.

6. Non-Assignability of Services.  Consultant's services under this contract are
offered to Company  only and may not be  assigned  by Company to any entity with
which Company merges or which acquires the Company or  substantially  all of its
assets.  In the  event  of such  merger  or  acquisition,  all  compensation  to
Consultant  herein  under the  schedules  set forth  herein shall remain due and
payable, and any compensation  received by the Consultant may be retained in the
entirety by  Consultant,  all without any reduction or  pro-rating  and shall be
considered  and  remain  fully  paid  and  non-assessable.  Notwithstanding  the
non-assignability  of  Consultant's  services,  Company shall assure that in the
event of any merger,  acquisition, or similar change of form of entity, that its
successor  entity  shall  agree  to  complete  all  obligations  to  Consultant,
including  the  provision  and  transfer  of all  compensation  herein,  and the
preservation  of the  value  thereof  consistent  with  the  rights  granted  to
Consultant by the Company herein, and to Shareholders.

7.  Expenses.  Consultant  agrees to pay for all its expenses  (phone,  mailing,
labor, etc.), other than extraordinary items (travel required by/or specifically
requested  by the Company,  luncheons  or dinners to large groups of  investment
professionals,   mass  faxing  to  a  sizable   percentage   of  the   Company's
constituents,  investor conference calls, print  advertisements in publications,
etc.).

<PAGE>

Extraordinary items and all expenses in excess of $500.00 must be approved by
the Company in writing prior to its incurring an obligation for reimbursement.

8.  Indemnification.  (a) The Company  warrants and represents  that all written
documents or materials  furnished to  Consultant  by the Company with respect to
financial  affairs,  operations,  profitability  and  strategic  planning of the
Company are accurate and Consultant may rely upon the accuracy  thereof  without
independent investigation. The Company will protect, indemnify and hold harmless
Consultant  against any claims or litigation  including any damages,  liability,
costs and reasonable  attorney's fees as incurred with respect thereto resulting
from   Consultant's   communication   or   dissemination  of  any  said  written
information,  documents or  materials  excluding  any such claims or  litigation
resulting from  Consultant's  communication  or dissemination of information not
provided or authorized, in writing, by the Company.

      (b) The Consultant warrants and represents that the Consultant will use
only information provided in writing by the Company with respect to the
performance of its services under this Agreement. The Consultant will protect,
indemnify and hold harmless the Company against any claims or litigation
including any damages, liability, costs and reasonable attorney's fees as
incurred with respect thereto resulting from Consultant's communication or
dissemination of any information, documents or materials not provided or
authorized, in writing, by the Company.

9.  Representations.  Consultant  represents that it is not required to maintain
any licenses and registrations under federal or any state regulations  necessary
to perform the services set forth herein.  Consultant  acknowledges that, to the
best of its  knowledge,  the  performance  of the  services set forth under this
Agreement will not violate any rule or provision of any regulatory agency having
jurisdiction over Consultant.  Consultant further  acknowledges that it is not a
securities   Broker  Dealer  or  a  registered   investment   advisor.   Company
acknowledges  that, to the best of its  knowledge,  that it has not violated any
rule or provision of any regulatory agency having jurisdiction over the Company.
Company  acknowledges  that,  to the best of its  knowledge,  Company is not the
subject of any investigation,  claim, decree or judgment involving any violation
of the SEC or securities laws.

10. Legal Representation.  The Company acknowledges that it has been represented
by independent  legal counsel in the preparation of this  Agreement.  Consultant
represents  that it has consulted  with  independent  legal counsel  and/or tax,
financial and business advisors, to the extent the Consultant deemed necessary.

11. Status as Independent Contractor. Consultant's engagement pursuant to this
Agreement shall be as independent contractor, and not as an employee, officer or
other agent of the Company. Neither party to this Agreement shall

<PAGE>

represent or hold itself out to be the employer or employee of the other.
Consultant further acknowledges the consideration provided hereinabove is a
gross amount of consideration and that the Company will not withhold from such
consideration any amounts as to income taxes, social security payments or any
other payroll taxes. All such income taxes and other such payment shall be made
or provided for by Consultant and the Company shall have no responsibility or
duties regarding such matters. Neither the Company or the Consultant possess the
authority to bind each other in any agreements without the express written
consent of the entity to be bound.

12.  Attorney's Fee. If any legal action or any arbitration or other  proceeding
is brought for the enforcement or interpretation  of this Agreement,  or because
of an alleged dispute,  breach,  default or misrepresentation in connection with
or related to this  Agreement,  the  successful  or  prevailing  party  shall be
entitled to recover  reasonable  attorneys'  fees and other costs in  connection
with that action or  proceeding,  in addition to any other relief to which it or
they may be entitled.

13.  Waiver.  The waiver by either  party of a breach of any  provision  of this
Agreement  by the other party shall not operate or be  construed  as a waiver of
any subsequent breach by such other party.

14. Notices.

Unless otherwise  specifically provided in this Agreement,  all notices or other
communications   (collectively  and  severally  called  "Notices")  required  or
permitted to be given under this  Agreement,  shall be in writing,  and shall be
given by: (A)  personal  delivery  (which form of Notice shall be deemed to have
been given upon  delivery),  (B) by telegraph  or by private  airborne/overnight
delivery  service (which forms of Notice shall be deemed to have been given upon
confirmed  delivery by the delivery  agency),  (C) by electronic or facsimile or
telephonic  transmission  (which forms of Notice shall be deemed  delivered upon
confirmed  transmission or  confirmation  of receipt),  or (D) by mailing in the
United States mail by registered or certified  mail,  return receipt  requested,
postage  prepaid  (which forms of Notice shall be deemed to have been given upon
the third {3rd} business day following the date mailed).

To the Company:
NuTech Digital Inc.
Lee Kasper, President
7900 Gloria Ave.
Van Nuys, CA 91406
Facsimile No.818-994-1575

To the Consultant:
Redwood Consultants, LLC
Jens Dalsgaard, Managing Director

<PAGE>

366 Bel Marin Keys Blvd.
Bel Marin Keys, CA 94949
Facsimile No.415-884-0361

       It is  understood  that  either  party may  change  the  address to which
notices  for it shall be  addressed  by  providing  notice of such change to the
other party in the manner set forth in this paragraph.

15. Choice of Law,  Jurisdiction and Venue. This Agreement shall be governed by,
construed and enforced in accordance  with the laws of the State of  California.
The  parties  agree that Los  Angeles,  CA. will be the venue of any dispute and
will have jurisdiction over all parties.

16.  Arbitration.  Any  controversy  or claim arising out of or relating to this
Agreement, or the alleged breach thereof, or relating to Consultant's activities
or remuneration under this Agreement, shall be settled by binding arbitration in
California,  in accordance with the applicable rules of the American Arbitration
Association,  and judgment on the award rendered by the  arbitrator(s)  shall be
binding on the parties and may be entered in any court  having  jurisdiction  as
provided by  Paragraph  15 herein.  The  provisions  of Title 9 of Part 3 of the
California Code of Civil Procedure,  including  section  1283.05,  and successor
statutes,  permitting expanded discovery  proceedings shall be applicable to all
disputes that are arbitrated under this paragraph.

17.  Complete  Agreement.  This Agreement  contains the entire  agreement of the
parties relating to the subject matter hereof.  This Agreement and its terms may
not be changed  orally but only by an agreement  in writing  signed by the party
against  whom  enforcement  of any waiver,  change,  modification,  extension or
discharge is sought.



<PAGE>


AGREED TO:


"Company"                           NUTECH DIGITAL, INC




Date: 2/19/2004                     By: /s/Lee Kasper
                                        ---------------------------------------
                                           Lee Kasper, President



"Consultant"                        REDWOOD CONSULTANTS, LLC




 Date: 2/19/2004                     By:/s/Jens Dalsgaard
                                        ---------------------------------------
                                             Jens Dalsgaard, Managing Director