INVESTMENT BANKING ENGAGEMENT
                                    AGREEMENT


     THIS  AGREEMENT  (this  "Agreement") is made as of the 30th day of October,
2000,  by  and  between YOUTICKET.COM, INC., a Nevada corporation with principal
offices  at  4815  Russell,  Suite  1410, Las Vegas, Nevada 89118 ("Client") and
INTERNATIONAL  INVESTMENT  BANKING,  INC.  ("IIBI"), a Florida corporation, with
principal  offices  at  2101  West  State Road 434, Suite 221, Longwood, Florida
32779.

                                R E C I T A L S:
                                - - - - - - - -

     A.     Client  is  engaged  in the sale and distribution of tickets, tours,
events  and  activities  in  the  Las  Vegas,  Nevada,  area.

     B.     Client  has been experiencing financial and operational difficulties
and  is  seeking  assistance  from outside professionals to, among other things,
increase  interest  in  its stock, procure private and public capital financing,
restructure  its  operations  and administration and  develop a strategic growth
plan.

     C.     IIBI  is  knowledgeable  in  the  investment  banking  and financial
services  industry  and  is  willing and able to perform the services require by
Client.

     D.     Client  desires  to  engage  IIBI  for such purposes pursuant to the
terms,  conditions  and  provisions  of  this  Agreement.


                                   T E R M S:
                                   - - - - -

     NOW,  THEREFORE,  for and in consideration of the mutual premises contained
herein,  and  other good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged,  the  parties  agree  as  follows:

1.0     Definitions:

1.1     IIBI  is  not licensed as a stock or securities broker and is not in the
business  of  selling  stocks  or  securities  or  advising as to the investment
viability  or  worth  of  stocks  or  securities.

1.2     IIBI  is a corporation and shall provide said services as an independent
contractor,  and  not  as  an  employee  or  agent  of  Client or of any company
affiliated  with  Client.  IIBI has no authority to bind Client or any affiliate
of  Client to any legal action, contract, agreement, or purchase.  IIBI shall be
solely  responsible  for  any  Federal, State or local taxes on payments made to
IIBI and shall be responsible for the compensation payments and any taxes of any
individual  that  it  assigns  to  work  on  behalf  of  Client


<PAGE>

2.0     Appointment  of  IIBI:

2.1     Client  hereby  appoints IIBI, on a sole and exclusive basis, to promote
Client's  corporate  interest and provides the services outlined in Section 3.0,
under  the  terms  and  conditions  set  forth  herein.

2.2     IIBI  acknowledges  that  it  shall  have no right to or interest in any
tradenames  or  trademarks  of Client, but may refer to applicable tradenames or
trademarks  provided  that  all such references are in conformance with Client's
requirements  regarding  their  use.

2.3     The  term  of this Agreement will be for a period of  two (2) years from
the  date  first  set  above,  and  will automatically renew for succeeding like
periods  unless  terminated  under  Section  7  of  this  Agreement.

2.4     Client  represents  that it is unencumbered to enter into this exclusive
Agreement, hereby indemnifies IIBI and will hold IIBI harmless from all suits by
Client  or  against  Client  under any and all present and future actions to the
extent that the exercise of such actions are authorized by this Agreement and is
required  for  IIBI's  performance  hereunder.

2.5     Client  shall  promptly  disclose  to  IIBI  in confidence all pertinent
information  concerning Client and its products and services, financial position
and  plans,  and  shall  from  time  to  time  provide IIBI with such additional
information  as  Client or IIBI may believe to be of value to IIBI in performing
its  obligations  under  this  Agreement.  As part of this initial disclosure of
information  by  Client, Client shall provide IIBI with documentation containing
its  financial  statements  for  the  last  three years, and projected financial
information  or budgets, a complete description of its products or services, and
disclosure  of  any  plans  or  planning  documents  that  Client has developed.

3.0     Services  to  be  Performed:

3.1     IIBI  shall  perform  the  following  services  for  Client:

1)     Render professional advice and guidance in the development of a strategic
business  plan  and  marketing  plans  for  the purpose of guiding the growth of
Client;

2)     Define  and  use  its  best  efforts  to  identify merger and acquisition
candidates  for  Client  and  assist Client in the merger or acquisition of such
candidates;

3)     Serve  as  counsel to management and the Board of Directors in developing
an  appropriate  strategy for working with Client's investors, including working
with  any  investor relations organization firm engaged by Client and overseeing
the  production  of  television,  radio  and  media  presentations  for  Client;

4)     Design  and  help  implement  an  Advisory Board for Client containing at
least  one  IIBI  representative;

5)     Design  a  financing package commensurate with the financial requirements
of  Client;

6)     Answer  questions  and  advise  Client  concerning financial or strategic
issues  that  may  come  before  or  affect  Client;  and


<PAGE>

7)     Perform  such transactional services that may be contained in an addendum
attachment  to  this  Agreement  or which may be mutully agreed upon by IIBI and
Client.

3.2     In  addition  to the general services to be provided by IIBI pursuant to
Section  3.1  above,  IIBI  shall  appoint Donald A. Mitchell as "Consultant" to
oversee  and  to  execute  the  terms and conditions under this Agreement.  IIBI
reserves  the  right to assign other individual consultants from time to time to
serve  as  senior  management  of  Client,  and  Consultant  shall  perform  the
functional  responsibilities  and  duties  normally  carried  out by such senior
management  of  Client,  performing  or  supervising  such  functions  as may be
assigned  by  the  Board  of  Directors  of  Client.

3.3     During  the  term of this Agreement, IIBI and any individual consultants
that  it  may  appoint  shall  serve  Client faithfully and to the best of their
ability,  and  shall  devote the necessary time, attention, skill and efforts to
the  reasonable  performance  of the duties required by, or appropriate for, the
engagement  of  IIBI.

3.4     IIBI  shall  not, during the term of engagement hereunder, engage in any
business  activity  in  competition with, or adverse to Client, other than those
required  by  or  incident  to  the engagement under this Agreement, without the
prior  written consent of the Board of Directors of Client.  Notwithstanding the
foregoing  prohibition  against  other business activities set forth above, IIBI
shall  be  permitted to engage in and manage other companies, investments and to
participate  in  their  normal  investment  banking  affairs.

3.5     In  addition  to  the  above,  it is specifically agreed that IIBI shall
initially  serve  to  facilitate  an  agreed  upon restructuring of Client which
includes the collecting of funds and other monies and the disbursement of common
shares,  filing  of  documents  with  the SEC and state securities agencies, the
payment  of  payables,  collection  of  receivables  and  other  transactions.

4.0     [INTENTIONALLY  DELETED.]

5.0     Confidentiality:

5.1     IIBI  and  Client agree that the parties will not at any time, or in any
fashion  or  manner  divulge, disclose or otherwise communicate to any person or
corporation  in  any  manner  whatsoever any information of any kind, nature, or
description  concerning any matters affecting or relating to the business of the
other.  This  includes  method of operation, or plans,  processes, or other data
of  any  kind  or nature that they know or should have known is confidential and
not  already  information  that  resides  in  the  public  domain.

5.2     Both  Client  and  IIBI  expressly  agree  that confidentiality of these
matters  is  extremely  important  and  gravely affect the successful conduct of
their  businesses,  and  its  goodwill, and that any breach of the terms of this
section  is  a  material  breach  of  this  Agreement.


<PAGE>

6.0     Compensation:

6.1     In  consideration of its services hereunder, IIBI will be paid by Client
as  follows:

a)     Immediately  upon  execution  of  this  Agreement  Client shall issue (i)
4,000,000  shares of its stock to IIBI and (ii) 2,000,000 shares of its stock to
Consultant.

b)     Client  shall  pay  a  retainer fee monthly, in arrears, in the amount of
$10,000 per  month throughout the term of this Agreement.    The first three (3)
payments must be made in cash, the first payment being due sixty (60) days after
the signing of this Agreement, and monthly thereafter.  $120,000 in free trading
stock  shall  be  escrowed  for a twelve month period for the purpose of meeting
this  monthly  obligation and held by a mutually agreeable third party who shall
release  shares  to IIBI monthly, unless Client, at its sole descretion, decides
to  make  this  payment  in  cash rather than in free trading stock.  This stock
shall  be  non-dilutionary,  meaning  that  if the agreed upon initial per share
value  of  these shares, decreases, then additional shares shall be added to all
shares  issued  to  adjust  to the $10,000 per month value as stated above.  The
number  of  shares  or  additional  shares  issued shall be determined using the
average  of  the  bid price of the Company's securities during the last five (5)
trading  days  of  the  month  preceding the date payment is due.  No adjustment
shall  be  made  to the number of shares if the value per share increases during
the  term  of  this  Agreement.

c)     All  "out  of  pocket"expenses  incurred  by  IIBI shall be reimbursed by
Client  upon  receipt  of  an  IIBI  expense  invoice.  Major  expenses  (non
out-of-pocket), including without limitation airfare and accommodations, will be
agreed  upon  prior  to  expenditure  and  be  prepaid  by  Client

6.2     In  consideration of the production of a Business Plan, Client shall pay
IIBI  Ten  Thousand  Dollars ($10,000.00) plus reimbursement of ordinary, out of
pocket  expenses.  Payment  of  50% of this amount is due upon execution of this
Agreement and the remaining fifty (50%) of this amount is due upon submission of
the  final  draft  of  the  Business  Plan  to  Client.

6.3     In  consideration  of  IIBI  participating  in  and  managing merger and
acquisition  transactions  for Client, Client shall pay to IIBI a success fee in
the  amount  of either (a) Five percent (5%) of the gross value of any merger or
acquisition  consumated  with  any  target  that was identified or introduced to
Client by IIBI, or (b) Two and one-half percent (2.5%) of the gross value of any
merger  or  acquisition consummated with any target not identified or introduced
by  IIBI.  "Gross  Value"  shall mean everything paid or payable by one party to
the  other  in  a  transaction,  including  but not limited to cash, securities,
promissory  notes, any loans as an integral part of the transaction, earnings or
any  other economic benefits, rights, property, or interests.  All fees, and all
reasonable  out-of-pocket  expenses,  shall  be  paid to IIBI at closing in like
compensation.

6.4     Any other compensation in an amount an in he manner mutually agreed upon
at  any  time  by  the  parties.


<PAGE>

6.5     All  compensation under this section may be made in cash or free trading
stock valued at the average bid price of the last five trading days of the month
prior  to  the  due  date  of the payment, at the option of Client, except items
Section  6.2 and 6.3 above and except for the first three payments under Section
6.1(b)  above.

7.0  Termination:

7.1     Client  and/or  IIBI  have  the right to terminate this Agreement at any
time  beginning  in  the  thirteenth  (13th) month of the Agreement with 60 days
written  notice.  If Client gives the termination notice, all payment due to the
termination  date  shall  be  paid  immediately.

7.2     This  Agreement  may  also  be  terminated  by the mutual consent of the
parties,  but  may  not  be  terminated by Client without cause during the first
twelve  (12) months.  Regardless of the reason of termination of this Agreement,
IIBI and Client agree to continue to observe the terms and conditions of Section
5  of  this  Agreement.

8.0  Assignment:

8.1     This  Agreement may be assigned by IIBI to any other qualified party, as
long  as,  all  the  terms  of this Agreement shall be observed by the assignee.

9.0  Entire  Agreement:

9.1     This  written  Agreement  contains the sole and entire agreement between
the  parties.  It  supersedes  any  and  all other agreements by and between the
parties.  The  parties  acknowledge  and  agree  that  neither  has  made  any
representation  with  respect to the subject matter of this Agreement or induced
in  any  way  the  execution  and delivery of this Agreement except as expressly
stated in the terms of this Agreement.  The parties further acknowledge that any
previous statements or representations made by either party to the other are now
null  and  void  and  of  no  effect.

10.0  Modification:

10.1     No  waiver  or  modification  of  this  Agreement  or any of its terms,
including  modifications of the provisions of this section shall be valid unless
in  writing  and  signed  by  both  parties.

11.0  Arbitration:

11.1     The  parties  agree  that  disputes  arising  out  of  the execution or
interpretation  of  this  Agreement  shall  be arbitrated under the rules of the
American  Arbitration  Association.  If  legal  action  is taken to enforce this
Agreement, the prevailing party shall be entitled to recover reasonable attorney
fees,  interest,  if  applicable,  plus  arbitration  cost  for  the  expense of
collection  or  defense  of  the  action at the discretion of the arbitrator(s).


<PAGE>

12.0  Miscellaneous  Provisions:

12.1     This  Agreement  may  be  executed  simultaneously  in  three  or  more
counterparts,  each  of  which  shall  be  deemed  an  original and all of which
together  shall  constitute  one  and  the  same  instrument.

12.2     This Agreement is made in and shall be construed in accordance with the
laws  of  the  State  of  Florida.  Venue  shall  be  in  Boca,  Florida.

12.3     In the event that any parts of this Agreement are found to be void, the
remaining  provisions  of  this Agreement shall nevertheless be binding with the
same  effect  as  though  the  void  parts  were  deleted.

12.4     This  Agreement shall be binding upon and shall inure to the benefit of
the  parties  hereto and their respective heirs, legal representatives, personal
representatives,  successors  and  assigns.




                       [SIGNATURES ON THE FOLLOWING PAGE]


<PAGE>


     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  day  and  year  first  above  written.

                              IIBI:
                              ----

                              International  Investment  Banking,  Inc.,
                              a  Florida  corporation


                                      /s/  Donald A. Mitchell
                              By:     _____________________________
                                      Donald  A.  Mitchell,  Chairman



                              CLIENT:
                              ------

                              YOUTICKET.COM,  INC.,
                              a  Nevada  corporation


                                      /s/  Virginia Thompson
                              By:     _____________________________
                              Name:   Virginia Thompson
                              Title:  Interim Chairman



<PAGE>

ADDENDUM


     THIS ADDENDUM (this "Addendum") is part of an Investment Banking Engagement
Agreement  (the  "Agreement")  made  as of the 30th day of October, 2000, by and
between YOUTICKET.COM, INC., a Nevada corporation with principal offices at 4815
Russell,  Suite  1410,  Las  Vegas,  Nevada  89118, ("Client") and INTERNATIONAL
INVESTMENT BANKING INC. ("IIBI") a Florida corporation with principal Offices at
2101  West  S.R.  434,  Suite  221,  Longwood,  FL  32779.

I.     TRANSACTIONAL  SERVICES:

     1.1     IIBI  shall  prepare,  or cause to be prepared, a Private Placement
Memorandum  and  corresponding  Subscription  Agreement  that  comply  with  SEC
standards  and that is tailored to the individual needs of Client.  Furthermore,
IIBI  will  assist Client, and serve as Client's agent, in raising capital under
such  Private  Placement.

     1.2     "Private  Placement  Memorandum"  shall  mean  a  document that (i)
states  the  investment  requirements and details of an offering by Client, (ii)
expresses  the  risks  involved  in such investment and (iii) defines accredited
investors  that  are  eligible  to  participate  in  such  funding.  The Private
Placement  Memorandum  shall  express  Client's  mission, products and services,
Client's future prospects and other relevant information as detailed in Client's
business  plan.  The  Private  Placement  Memorandum  shall  not  be  used  as a
prospectus  for  the  purpose  of  soliciting  non-accredited  investors for the
company.

     1.3     The  Subscription  Agreement  shall  be  used by Client to properly
screen  potential  investors  in  the  Company

     1.4     IIBI  will  assist  in giving presentations to accredited investors
and  will  promote  the security to the extent permitted under the United States
and  applicable  state  securities  laws.

     1.5     Client  shall  promptly  disclose  to  IIBI  in  confidence,  all
information  necessary  and customarily needed to produce this document and such
additional  information as IIBI may believe to be of value to IIBI in completing
this  assignmentAs part of this information, Client shall provide IIBI with any
prior  business  plans  containing  conceptual  description  of Client's mission
statement, vision and strategies; draft financial projections; draft sources and
uses  of  funds;  information on any other persons or entities that will provide
Client services (legal and accounting); draft organizational chart and pertinent
information  on  key  personnel.

II     COMPENSATION  AND  PAYMENTS:

     2.1     IIBI  shall  NOT be compensated for any shares of stock or units of
securities  sold.  Costs  and  expenses  related  to  the actual raise of monies
through  either  registered  or  un-registered security offerings shall be under
third  party  agreements.  These  agreements may include SEC qualified Attorneys
and  CPA's,  as  well  as  Securities  Brokers  and  Investor  Relation  Firms


<PAGE>

     2.2     Client  shall  pay a success fee in the form of free trading common
shares  of  Client for managing any private placement offerings and working with
and  coordinating  the professionals referred to in Section 2.1 above.  This fee
shall  be  determined according to the following table, and the number of shares
shall  be  paid  in  four equal payments spread over the expected time period to
complete  the  offering.:

EST.  OPENING  OFFER      FIRST $ 1,000,000 RAISED
PRICE OF EACH SHARE       OR FRACTION THEREOF RAISED  EACH ADDITIONAL $1,000,000
-------------------       ------------------------    --------------------------

Less than $ 1.00          200,000 Shares              150,000 Shares
----------------          --------------              --------------

Between $ 1.01 and $ 5.00 125,000 Shares              95,000 Shares
------------------------- --------------              -------------

Greater Than $5.00        30,000 Shares               20,000 Shares
------------------        -------------               -------------

     2.3     In  addition,  IIBI shall receive a fee for production of a Private
Placement  Memorandum  and  Subscription  Agreement in the amount of $25,000.00,
plus  reimbursement  of ordinary out of pocket expenses.  Payment of Fifty (50%)
Percent  is  due upon the signing of the Agreement and the remaining Fifty (50%)
Percent  thereof  is  due  upon  submission  of  the  final draft of the Private
Placement  Memorandum.