CONSULTING AGREEMENT


                                                             AS OF JUNE 17, 1996



Mr. Wayne Newton
6629 South Tecos
Las Vegas, Nevada 89120


Dear Mr. Newton:

            This  letter  sets  forth the  arrangements,  terms  and  conditions
pursuant to which Wayne  Newton or his  "Nominee"  (the  "Consultant")  has been
retained to serve as a consultant and advisor to Atlantic International Capital,
Ltd. (the  "Company") for a period of thirty-six  (36) months,  commencing as of
June  1,  1996.  The  undersigned  hereby  agree  to  the  following  terms  and
conditions:-

            1. DUTIES AS  CONSULTANT:  Consultant  shall,  at the request of the
Company,  upon reasonable  notice,  render the following services to the Company
from time to time:

                        (a)  INTRODUCTIONS ON THE INTERNET.  The Consultant will
            act  as  the  Internet  Casino  Spokesman   pursuant  to  which  the
            Consultant   would,   among   other   activities,    provide   audio
            introductions  of the Company's  services on the Internet.  The form
            and  content  of  this  introduction  will  be as  the  Company  may
            reasonably   determine,   as  long  as  the  content  is  not  false
            advertising.

                        (b) SPOKESPERSON. The Consultant will function generally
            as a spokesperson for the Company. In this capacity,  the Consultant
            may be featured,  at the  discretion  of the  Company,  in print and
            media campaigns and may play a role in infomercials  produced by the
            Company.  The  Consultant  would  also,  at  the  discretion  of the
            Company,  provide  other public  relations  services.  Company shall
            consult  with the  Consultant  prior to the release of any  material
            that contains Consultant's I age or words, and receive prior written
            approval from Consultant.  Consultant shall not reasonably  withhold
            such approval.

                        (c)  PERFORMANCES.  The Consultant sand the Company will
            consider the performance by the consultant at properties that may be
            acquired  in  the  future  by  the   Company.   The  terms  of  such
            performances  will be as set forth in a separate  agreement  between
            the parties hereto.
<PAGE>
      2.     COMPENSATION.

             (a)  As  compensation  for  Consultant's  services  hereunder,  the
company shall pay to Consultant 5,000 (Five Thousand) shares of Company stock of
the  Company  during each year of the  three-year  term of this  agreement.  The
shares shall be issued to Consultant at the end of each  successive  three-month
period  following  the date hereof.  The number of shares to be granted is based
upon but not more than  9,000,000  shares of common stock of the Company (or its
successor)  to be  outstanding  following  completion  of an  anticipated  share
exchange. Consultant's stock shall be fully transferable and not lettered stock.

             (b) A cash fee will be paid for each  activity  participated  in. A
fee  proposal  will be  presented  prior  to  each  planned  event/activity  for
acceptance.

             (c) All reasonable out-of-pocket expenses incurred by Consultant in
the  performance of the services to be rendered  hereunder shall be borne by the
Company, provided prior authorization is received therefor.


      3.     AVAILABLE TIME.  Consultant shall make available to the Company, at
the request of the  Company,  up to (ten) hours per month  (exclusive  of travel
time).

      4.     RELATIONSHIP.  Nothing  herein shall  constitute  Consultant  as an
employee or agent of the company,  except to such extent as might hereinafter be
agreed upon for a particular  purpose.  Except as might hereinafter be expressly
agreed Consultant shall not have the authority to obligate or commit the Company
in any manner whatsoever.  Company herein states that the business it is engaged
in is not illegal. If the business is deemed to be illegal then Consultant shall
immediately  be released  from this contract but shall still be entitled to keep
all of the stock.

      5.    INDEMNIFICATION.  The Company shall pay on behalf of the Consultant
and  consultant's  executors,   administrators  or  assigns,  any  amount  which
Consultant  is or becomes  legally  obligated to pay as a result of any claim or
claims made against Consultant by reason of the fact of Consultant`s  service to
the Company  pursuant to this Agreement or otherwise based upon his relationship
to the  Company or because  of any  actual or alleged  breach of duty,  neglect,
error,  misstatement,  misleading  statement,  omission  or other act  done,  or
suffered or  wrongfully  attempted by  Consultant  in  Consultant's  capacity on
behalf of the Company.  The payments  that the Company will be obligated to make
hereunder shall include (without limitation) damages,  judgements,  settlements,
costs and  expenses  of  investigation,  costs and  expenses of defense of legal
actions, claims and proceedings and appeals therefrom,  and costs of attachments
and similar bonds.  The Company shall not be liable under this Agreement to make
any payment in connection with any claim made against Consultant:  (I) for which
payment is actually made to Consultant under an insurance  policy  maintained by
the Company,  except in respect of any excess beyond the amount of payment under
such  insurance;  (ii)  for  which  Consultant  is  indemnified  by the  Company
otherside than pursuant to this  Agreement;  (iii) based upon or attributable to
Consultant  gaining in fact any personal profit or advantage to which he was not
legally  entitled;  (iv) for an  accounting of profits made from the purchase or
sale by  Consultant  or  securities  of the  Company of the  Company  within the
meaning  of  Section  16(b)  of  (v)  brought  about  or  contributed  to by the
dishonesty of Consultant.  Consultant,  as a condition precedent to his right to
be indemnified under this Agreement, shall give to the Company notice in writing
as soon as practicable of any claim made against him for which indemnity will or
could be sought under this Agreement.
<PAGE>

      6.     ASSIGNMENT AND TERMINATION.  This Agreement shall not be assignable
by any party except to successors to all or substantially all of the business of
either the  Consultant  or the Company nor may this  Agreement be  terminated by
either party for any reason whatsoever  without the prior written consent of the
other  party,  which  consent  may be  arbitrarily  withheld  by the party whose
consent is required.

      7.     CHOICE OF LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. Any actions brought in respect
of this Agreement shall be brought in courts in the State of Florida.



VERY TRULY YOURS                           AGREED AND ACCEPTED
ATLANTIC INTERNATIONAL                     WAYNE NEWTON/OR NOMINEE
CAPITAL, LTD.




   /s/ Richard A. Iamunno                   /s/ Wayne Newton
--------------------------                 -------------------------
By:  Richard A. Iamunno                    By: Wayne Newton
     President


Date: 6/20/96                              Date: 6/21/96