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                          STANDARD CONSULTING AGREEMENT

This Consulting Agreement is made as of the date of the last signature hereto
(the "Effective Date"), by and between CLIENTNAME, ("Company") and FULL MOON
INTERACTIVE, INC. ("FMI"), located at LOCAL ADDRESS, CITY, STATE AND ZIP. The
parties agree that FMI will perform the services described in the Statement of
Work (SOW) attached hereto from time to time for the Company on the following
terms and conditions. This is a master agreement, and the parties may add
successive SOW's to this Agreement upon mutual consent.

                                    RECITALS

WHEREAS, FMI is in the business of providing Internet consulting services to
         third party Clients on a worldwide basis ("Consulting Services"), and
WHEREAS, Company wishes to retain the Consulting Services of FMI and FMI wishes
         to provide such services for Company, pursuant to the following terms
         and conditions.
NOW, THEREFORE, IN CONSIDERATION of the mutual promises, covenants and
         conditions set forth herein, the parties hereto agree as follows:

1.       TERM.
         This Agreement shall commence on the Effective Date and shall continue
         thereafter for a period of one year or until completion of the
         Consulting Services whichever occurs first (the "Term").

2.       CONSULTING SERVICES.

2.1      Company retains FMI to provide the Consulting Services in accordance
         with the Statement of Work, which is attached hereto as Exhibit A. The
         Consulting Services specified in the Statement of Work shall constitute
         the complete and exclusive definition of the Consulting Services to be
         provided under this Agreement. The Consulting Services shall be
         performed at the offices of FMI or such other sites mutually agreed
         upon by the parties. In the event that the parties wish to agree upon
         performance of additional consulting services such services shall be
         performed pursuant to the terms and conditions of this Agreement and a
         separate Statement of Work describing such services and setting forth
         the fees to be paid shall be signed by both parties.

2.2      In performing the Consulting Services, FMI shall use reasonable
         commercial efforts, and shall devote reasonable amounts of its time,
         personnel and resources, to achieve the objectives set forth in the
         Statement of Work. Each party shall appoint the Contact Person listed
         in the Statement of Work to represent that party during the Term.

2.3      FMI is not a partner of the Company but is an independent contractor
         and shall have the sole control of the manner and means of performing
         its obligations here under. FMI and Company shall not take a position
         on any tax return or otherwise that FMI and the Company are partners.
         Neither party shall have any right, power, or authority to create any
         contract or obligation on behalf of, or binding upon the other party
         without the prior written consent of the other party.

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3.       RESOURCES.

3.1      Company shall be responsible for providing FMI with any equipment,
         software and software licenses, technical information, designs, or
         documentation reasonably required by FMI to perform the Consulting
         Services under this Agreement.

3.2      Company shall ensure that competent personnel are available during
         normal working hours to provide information and other support to FMI
         while providing Consulting Services under this Agreement.

3.3      If Consulting Services are to be performed at Company's location,
         Company shall provide FMI with workspace, local telephone, and access
         to Company's computer system, software and related equipment reasonably
         necessary to perform the Consulting Services, basic operation supplies,
         and adequate storage space for work materials.

4.       PAYMENT.
         The Company shall pay to FMI the fees and expenses set forth in Exhibit
         A in accordance with the payment schedule set forth upon receipt of
         invoice. Company shall reimburse FMI for any reasonable expenses that
         are incurred by FMI in connection with performing Consulting Services
         hereunder that are listed in Exhibit A, or have been approved in
         advance by Company.

5.       WARRANTIES.

5.1      FMI warrants that the Consulting Services shall be performed by
         competent, qualified personnel and/or contractors in a professional
         manner consistent with industry standards. However, FMI provides no
         guarantee of any specific result.

5.2      Each party warrants to the other party that it has full power and
         authority to enter into and perform its obligations under this
         Agreement.

5.3      EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH PARTY SPECIFICALLY DISCLAIMS
         ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
         ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.       TITLE.

6.1      FMI agrees to and hereby assigns to Company, all right, title and
         interest to the work product delivered here under. In addition, FMI
         shall take all steps that may be required to perfect Company's
         copyright in such tangible deliverables, including execution of a
         formal assignment of copyright in recordable form in the presence of a
         Notary Public.

6.2      Notwithstanding the foregoing, FMI and Company agree that FMI shall
         retain title to all intellectual property, trade secrets, ideas and
         concepts conceived, developed or reduced to practice by FMI prior to or
         independent of its performance of the Consulting Services here under
         including modifications and derivative works thereto ("FMI Intellectual
         Property"). FMI hereby grants to Company a non-exclusive, worldwide,
         royalty free, perpetual license to use internally, reproduce, prepare
         or have prepared derivative works based upon such FMI Intellectual
         Property, which is embodied in the work product delivered to Company
         hereunder.

6.3      FMI shall not be limited or restricted in any way with respect to the
         assignment and/or reassignment of its employees and/or contractors who
         have worked on the Consulting Services and who have had access to
         documents delivered under this Agreement. FMI shall therefore be free
         to use the ideas, concepts, know-how and expressions embodied therein.

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7.       CONFIDENTIAL INFORMATION.

7.1      "Confidential Information" shall mean; such written information which
         is marked "Confidential", or such non-written information which is
         described as "Confidential" in a written notice delivered by the
         disclosing party to the recipient within ten (10) days after the first
         disclosure of such information or if the disclosing party can
         conclusively prove that the information was delivered to the receiving
         party and that the receiving party knew or reasonably should have known
         in good faith that such information was Confidential to the disclosing
         party.

7.2      Confidential Information shall not include information which; (a) is or
         becomes generally known to the public without breach of this Agreement
         by the recipient, or (b) is in the recipient's possession prior to its
         disclosure from the disclosing party, or (c) is received by the
         recipient from a third party with no restrictions on disclosure, or (d)
         is independently developed by recipient without breach of its
         obligations under this Section 7.

7.3      Each party agrees that with respect to the Confidential Information of
         the other party, during the Term and thereafter, such party shall at
         all times maintain the confidentiality of the Confidential Information,
         using the same degree of care that such party uses to protect its own
         Confidential Information; and shall not use (except in performance of
         the Consulting Services) or disclose to any third party any such
         Confidential Information, except as may be required by law or court
         order. Each party shall have caused its employees and/or contractors to
         execute a non-disclosure agreement obligating him/her to maintain the
         confidentiality of all Confidential Information disclosed hereunder.

8.       TERMINATION.

8.1      Either party may terminate this Agreement upon a material breach by the
         other party of its obligations hereunder upon thirty (30) days prior
         written notice, provided that if the breaching party has cured such
         breach within said thirty (30) day period, the notice of termination
         shall be null and void.

8.2      Either party shall be in default hereof if it becomes insolvent, makes
         an assignment for the benefit of its creditors, a receiver is appointed
         or a petition in Bankruptcy is filed with respect to the party and is
         not dismissed within thirty (30) days.

8.2      Upon termination of this Agreement, each party shall return to the
         other party all Confidential Information of the other party and any
         other information, data, software, documentation or equipment which the
         other party has supplied to such party, which may be in such party's
         possession or control.

9.       LIMITED LIABILITY.
         FMI'S TOTAL LIABILITY TO THE COMPANY SHALL BE LIMITED TO THE AMOUNTS
         PAID BY THE COMPANY TO FMI HEREUNDER. IN NO EVENT SHALL EITHER PARTY OR
         ITS AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO THE OTHER PARTY
         FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

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10.      NON-HIRE.
         Each party agrees not to recruit, solicit or hire any employees or
         contractors of the other party who have directly or indirectly provided
         Consulting Services under this Agreement without the prior written
         consent of such party. Each party's obligations under this Section 10
         shall continue for a period of one year after termination of this
         Agreement.

11.      GOVERNING LAW.

         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
         THE SUBSTANTIVE LAWS OF CALIFORNIA AND CONSTITUTES THE ENTIRE AGREEMENT
         OF THE PARTIES, SUPERSEDING ALL PRIOR AGREEMENTS WRITTEN AND ORAL, AND
         ANY ACTION SHALL BE INITIATED AND MAINTAINED IN A FORUM OF COMPETENT
         JURISDICTION IN SUCH STATE.

12.      ASSIGNMENT.
         Neither party shall without the written consent of the other party
         hereto, assign or transfer this Agreement or any of its rights or
         obligations hereunder; except that all references to either party shall
         include any and all successors in interest to such party whether by
         merger, consolidation, sale of all or substantially all assets or
         otherwise.

13.      AMENDMENTS; WAIVERS.

13.1     This Agreement may be modified, terminated or extended and the terms or
         covenants hereof may be waived only by a written instrument executed by
         both parties hereto, or in the case of a waiver, by the party waiving
         compliance.

13.2     A party's waiver of the performance of any covenant, condition,
         obligation, representation, warranty or promise in this Agreement shall
         not invalidate this Agreement or be deemed a waiver of any other
         covenant, condition, obligation, representation, warranty or promise.
         The party's waiver of the time for performing any act or condition
         hereunder does not constitute a waiver of the act or condition itself.

14.      NOTICES.
         Any notice to be given hereunder shall be in writing and delivered
         personally or sent by facsimile transmission or registered or certified
         mail, postage prepaid, to the address first above written, or such
         other address as either party may designate by written notice to the
         other. Notices shall be deemed received at the earlier of actual
         receipt or three business days following mailing.

15.      SEVERABILITY.
         Should any provision of this Agreement be held by a court of competent
         jurisdiction to be illegal, invalid or unenforceable, the remaining
         provisions of this Agreement shall not be affected or impaired thereby.

16.      ENTIRE AGREEMENT.
         This Agreement constitutes the entire understanding between Company and
         FMI with respect to the subject matter, merging and superseding all
         prior agreements, understandings and representations. If Company issues
         a Purchase Order or other document regarding the Consulting Services
         provided under this Agreement, such instrument will be deemed for
         internal use only, and any provisions contained therein shall have no
         effect whatsoever upon this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the Effective Date.

CLIENT NAME:                                   FULL MOON INTERACTIVE, INC.:


     --------------------------------          ---------------------------------
     Name                                      Name

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     Signature                                 Signature

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     Title                                     Title

     --------------------------------          ---------------------------------
     Date                                      Date

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