Exhibit 10.5

                        AGREEMENT FOR CONSULTING SERVICES

AGREEMENT  made and entered  into as of this  fifteenth  day of August 2002 (the
"Agreement"),  by and  between  Eclipse  Entertainment  Group,  Inc.,  a  Nevada
corporation  (the "Company") with principal  offices at 10520 Venice  Boulevard,
Culver City,  California 90232 and Gary M. Campbell residing at 8 MacBeth Court,
Rancho Mirage, CA 92270 ("Consultant").

WHEREAS,  the Company is in the business of producing  films and  establishing a
network of foreign and domestic  buyers to produce or acquire film  programming;
and

WHEREAS,  the  Consultant  is in the  business  of  providing  business  advice,
management and product marketing  services to companies and the Company believes
such experience is in its best interest to utilize, and

WHEREAS,  the Company  acknowledges that the Consultant has been performing such
services since August 1st, 2002 for the Company, and

WHEREAS,  the  Company  formally  desires to engage  Consultant  to  continue to
provide such services in accordance  with the terms and  conditions  hereinafter
set forth;

Now, therefore, the Company and Consultant agree as follows:

1. ENGAGEMENT.  The Company agrees to engage Consultant and Consultant agrees to
provide  business  advice,  management,  and product  development  and marketing
services to the Company

2. TERM. The term of this agreement  shall commence on the date hereof and shall
continue for a period of six months.

3.  SERVICES.  Consultant  shall render advice and  assistance to the Company on
business related matters (the "Services") and in connection there with shall:

(a)  attend   meetings  of  the  Company's   Board  of  Directors  or  Executive
Committee(s) when so requested by the Company;

(b) attend meetings at the request of the Company and review, analyze and report
on proposed business opportunities;

(c) consult with the Company concerning  on-going  strategic  corporate planning
and long term  corporate  development  policies,  including  any revision of the
Company's business plan;

(d) consult  with,  advise and assist the Company in  identifying,  studying and
evaluating acquisition, joint venture, strategic alliance,  recapitalization and
restructuring  proposals,  including the  preparation  of reports,  outlines and
studies  thereon when  advisable,  and assist in  negotiations  and  discussions
pertaining thereto;
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(e) assist the Company in obtaining technical and advisory assistance from other
professionals  where  necessary  or  advisable,  including,  but not  limited to
attorneys and accountants;

(f)  consult  with,  advise  and assist the  Company in the  identification  and
selection of additional  staff,  employees and professional  advisors and assist
the  Company  in the  evaluation,  redeployment  and/or  retention  of  existing
employees;

(g)  assist  in the  creation  of sales  and  data  management  systems  for the
distribution of product sales  materials  worldwide to film  distributors,  film
marketers, and other interested intermediaries;

(h) assist the Company in  implementing  its product  development  and marketing
program,  including,  but not limited to  development of a more robust model for
the acquisition, production and distribution of film and other media assets.

(i) provide the Company with advice related to aforementioned activities.

In connection with the Services to be rendered by Consultant,  Consultant  shall
report to the Board of Directors  and President of the Company and shall consult
with  those  individuals  on  behalf  of the  Company  in  connection  with  its
obligations  set forth above.  Consultant  agrees to make  himself  available to
evaluate all  proposals  that relate to any business  undertaken by the Company,
subject to the limitations of Section 5 and 7 hereof.

Anything  to  the  contrary  herein   notwithstanding,   it  is  agreed  at  the
Consultant's  Services will not include any services that constitute opinions or
performance  of work  that is in the  ordinary  purview  of a  certified  public
accountant or attorney or any work that is the ordinary  purview of a registered
broker/dealer  or in  connection  with  or  related  to the  offer  or  sale  of
securities of the Company in a capital raising transaction.

4. COMPENSATION.

(a) The Company shal1 cause to be issued to the Consultant,  as a non-refundable
retainer for services  rendered and for entering into this  agreement  1,500,000
(one million five  hundred  thousand)  shares of its Common Stock which shall be
issued pursuant to registration on Form S-8 under the Securities Act of 1933.

(b) All out-of-pocket  expenses incurred by the Consultant in the performance of
the  Services  to be incurred  hereunder  shall be borne by the Company and paid
upon submission of appropriate documentation thereof,  provided,  however, prior
authorization is required for amounts in excess of $250.

5. BEST EFFORTS  BASIS.  Subject to Section 7 and the last sentence of Section 5
hereof,  Consultant  agrees that he will at all times faithfully and to the best
of his  experience,  ability  and  talents  perform  all the duties  that may be
required of it pursuant to the terms of this Agreement. The Company specifically
acknowledges and agrees, however, that the services to be rendered by Consultant
shal1 be conducted on a  "best-efforts"  basis and has not,  cannot and does not

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guarantee  that his efforts  will have any impact on the  Company's  business or
that any subsequent corporate improvement will result from his efforts.

6. COMPANY'S RIGHT TO APPROVE  TRANSACTION.  The Company  expressly  retains the
right to approve, in its sole discretion,  each and every transaction introduced
by Consultant that involves the Company as a party to any agreement.  Consultant
and the Company  mutually  agree that  Consultant is not authorized to enter any
agreement on behalf of the Company.

7. NON-EXCLUSIVE  SERVICES. The Company understands that Consultant is currently
providing   certain  advisory  and  business   development   services  to  other
individuals  and entities and agrees that  Consultant is not prevented or barred
from  rendering  services  of the same  nature or a similar  nature to any other
individuals  or entities and  acknowledges  that such  Services may from time to
time conflict with the timing of and the rendering of Consultant's  services. In
addition,  Consultant  understands  and  agrees  that the  Company  shall not be
prevented or barred from retaining other persons or entities to provide services
of the same or similar nature as those provided by Consultant.

8. INFORMATION REGARDING COMPANY. Consultant represents and warrants that it has
received  copies of the  Company's  financial  statements  and other  disclosure
documents (collectively, the "Disclosure Documents"). Consultant represents that
it has read the Disclosure  Documents and has reviewed all such information with
his legal, financial and investment advisors to are extent it deemed such review
necessary or appropriate. Because of the Company's financial condition and other
factors,  the receipt of capital stock of the Company as compensation under this
Agreement  involves a high degree of risk,  including  the risks that such stock
may   substantially   decrease  in  value  or  have  no  value.  The  Consultant
acknowledges and accepts that risk. As a result,  Consultant is cognizant of the
financial   condition  and  operations  of  the  Company,   has  available  full
information  concerning its affairs and has been able to evaluate the merits and
risks of being compensated in common stock of the Company. Consultant represents
and  warrants  to the  Company  that it has  received  from the  Company and has
otherwise had access to all information  necessary to verify the accuracy of the
information in the Disclosure Documents.

9.  CONSULTANT  NOT AN AGENT OR EMPLOYEE.  Consultant's  obligations  under this
Agreement  consist solely of the services  described  herein.  In no event shall
Consultant  be considered to be acting as an employee or agent of the Company or
otherwise  representing  or  binding  the  Company.  For  the  purposes  of  the
Agreement,  Consultant  is  independent  contractor.  All final  decisions  with
respect to acts of the Company or its  affiliates,  whether or not made pursuant
to or in reliance on  information or advice  furnished by Consultant  hereunder,
shall be those of the Company or such affiliates and Consultant shall,  under no
circumstances,  be liable for any  expenses  incurred or losses  suffered by the
Company as a consequence of such actions. Consultant agrees that all of his work
product relating to the Services to be rendered pursuant to this agreement shall
become the exclusive property of the Company.  The parties  acknowledge that the
Services  provided by the  Consultant  hereunder are not in connection  with the
offering or sale of securities of the Company in a capital raising transaction.

10.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company represents and
warrants to Consultant, each such representation and warranty being deemed to be
material, that:

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(a) The  Company  will  cooperate  fully and timely  with  consultant  to enable
Consultant to perform his obligations under this Agreement;

(b)The Board of Directors of the Company in accordance  with  applicable law has
duly authorized the execution and performance of this agreement by the Company;

(c)The  performance  by the  Company  of this  Agreement  will not  violate  any
applicable court decree,  law or regulation nor it will violate any provision of
the  organizational  documents of the Company or any  contractual  obligation by
which the Company may be bound;

(d)  Because  Consultant  will rely upon  information  being  supplied it by the
Company,  all  such  information  shall  be  true,  accurate,  complete  and not
misleading, in all material respects;

(e) The Shares,  when issued,  will be duly and validly  issued,  fully paid and
nonassessable with no personal liability to the ownership thereof;

(f) The  Company  will  act  diligently  and  promptly  in  reviewing  materials
submitted to it by Consultant to enhance timely  distribution  of such materials
and will  inform  Consultant  of any  inaccuracies  contained  therein  prior to
dissemination;

(g) The services to be provided by Consultant  to the Company  hereunder are not
in connection  with or related to the offer or sale of securities of the Company
in a capital raising transaction.

11.  REPRESENTATIONS  AND WARRANTIES OF  CONSULTANT.  By virtue of the execution
hereof,  and in order to  induce  the  Company  to enter  into  this  Agreement,
Consultant hereby represents and warrants to the Company as follows:

(a) He has full power and authority to enter into this Agreement,  to enter into
a  consulting  relationship  with the  Company  and to  otherwise  perform  this
Agreement in the time and manner contemplated;

(b) He has the  requisite  skill and  experience  to perform the services and to
carry out and fulfill his duties and obligations hereunder;

(c)The services to be provided by Consultant to the Company hereunder are not in
connection  with or related to the offer or sale of securities of the Company in
a capital raising transaction,

(d) Consultant is not an affiliate of or associated with any  broker-dealers  or
associated  with any  finders  which the doing or have  done  business  with the
Company.

12.  LIABILITY OF CONSULTANT.  In furnishing the Company with management  advice
and other  services as herein  provided,  Consultant  shall not be liable to the
Company  or  its  creditors  for  errors  of  judgment  or for  anything  except
malfeasance  or gross  negligence in the  performance  of his duties or reckless
disregard of the obligations and duties under the terms of this Agreement. It is
further  understood  and  agreed  that  Consultant  may  rely  upon  information
furnished to it reasonably believed to be accurate and reliable and that, except

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as set forth herein in the first paragraph of this Section 12,  Consultant shall
not be  accountable  for any loss  suffered  by the  Company  by  reason  of the
Company's  action or  non-action on the basis of any advice,  recommendation  or
approval of Consultant.

The parties further acknowledge that Consultant undertakes no responsibility for
the  accuracy of any  statements  to be made by  management  contained  in press
releases or other  communications,  including,  but not limited to, filings with
the  Securities  and  Exchange  Commission  and  the  National   Association  of
Securities Dealers, Inc.

13.  CONFIDENTIALITY.  Until  such time as the same may become  publicly  known,
Consultant  agrees  that  any  information  provided  it by  the  Company,  of a
confidential nature will not be revealed or disclosed to any person or entities,
except in the performance of this Agreement,  and upon completion of the term of
this  Agreement  and upon the  written  request  of the  Company,  any  original
documentation  provided by the Company will be returned to it.  Consultant will,
where it deems necessary, require confidentiality agreements from any associated
persons where it reasonably believes they will come in contact with confidential
material.

14. NOTICE. All notices, requests, demands and other communications provided for
by this Agreement shall,  where practical,  be in writing and shall be deemed to
have been given when mailed at any general or branch  United  States Post office
enclosed in a certified  post-paid  envelope and addressed to the address of the
respective party first above stated.  Any notice of change of address shall only
be effective however, when received.

15. SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the benefit of and be
binding upon the  Company,  its  successors,  and  assigns,  including,  without
limitation,  any corporation  which may acquire all or substantially  all of the
Company's  assets and business or into which the Company may be  consolidated or
merged and Consultant and his heirs and administrators.

Consultant agrees that it will not sell,  assign,  transfer,  convey,  pledge or
encumber  this  Agreement or his right,  title or interest  herein,  without the
prior written  consent of the Company,  this Agreement  being intended to secure
the personal services of Consultant.

16. TERMINATION. Consultant agrees that the Company may terminate this Agreement
at any time providing  prior written  notice of  termination to Consultant.  Any
notice of termination shall only be effective however, when received.

The Company  agrees that the Company may  terminate  this  Agreement at any time
providing  prior written  notice of  termination  to the Company.  Any notice of
termination shall only be effective however, when received.

17.  APPLICABLE  LAW. This Agreement shall be deemed to be a contract made under
the laws of the State of Nevada,  and for all  purposes  shall be  construed  in
accordance with the laws of said state. The Company;

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(i) agrees that any legal suit, action or proceeding  arising out of or relating
to this  Agreement  shall be  instituted  exclusively  in Nevada State  District
Court,  County of Clark, or in the United States District Court for the State of
Nevada,

(ii) waives any  objection  which the Company may have now or  hereafter  to the
venue of any such suit, action, or proceeding, and

(iii) gives irrevocable consent to the jurisdiction of the Nevada State District
Court,  County of Clark,  and the United States  District Court for the State of
Nevada in any such suit, action or proceeding.

18. OTHER AGREEMENTS.  This Agreement  supersedes all prior  understandings  and
agreements  between the parties.  This Agreement may not be amended orally,  but
only by a writing signed by the parties hereto.

19.  NON-WAIVER.  No delay or failure by either  party in  exercising  any right
under this  Agreement,  and no partial or single  exercise  of that right  shall
constitutes a waiver of that or any other right.

20. HEADING.  Headings in this Agreement are for convenience  only and shall not
be used to interpret or construe its provisions.

21.  COUNTERPARTS.  This Agreement may be executed in two or more  counterparts,
each of which  shaI1 be  deemed  an  original  but all of which  together  shall
constitute one and the same instrument.

In Witness Whereof,  the parties hereto have executed this Agreement the day and
year first above written.

ECLIPSE ENTERTAINMENT GROUP, INC.


By
   --------------------------------
Art Birzneck, President

GARY M. CAMPBELL

By
   --------------------------------
Gary M. Campbell

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