ADVISORY AND CONSULTING AGREEMENT

         THIS ADVISORY AND CONSULTING  AGREEMENT ( the "Agreement") is made this
day of January  2001,  by and  between  David  Michael  L.L.C.,  a Utah  Limited
Liability Company ("Advisor") and TRSG Corporation., a Delaware corporation with
its offices located in North Las Vegas, Nevada (the "Company").

         WHEREAS,  Advisor and  Advisors's  Personnel  (as  defined  below) have
experience in evaluating and effecting  financing for public and  privately-held
companies,   advising   corporate   management,   and  in   performing   general
administrative   duties  for  publicly-held   companies  and  development  stage
investment ventures; and

         WHEREAS, the Company desires to retain Advisor to advise and assist the
Company in  financing  its  development  on the terms and  conditions  set forth
below.

         NOW, THEREFORE, in consideration of the mutual promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and sufficiency of which is hereby acknowledged, the Company and Advisor
agree as follows:

1.       Engagement

         The Company hereby retains  Advisor,  effective as of the date hereof (
         the "Effective  Date") and continuing  until  termination,  as provided
         herein,  to act as financial  advisor to the Company in connection with
         the proposed financing (the "Financing") of the Company. As part of the
         Financing,  Advisor  will  assist  the  Company  and  its  professional
         advisors in the  preparation of  documentation,  offering  circular(s),
         explanatory  or  disclosure  statement(s),   consent  solicitation  and
         investor  relations  (collectively  "Services")  pursuant  to  any  and
         Financing arrangements made through Advisor. The Financing and Services
         are to be provided on a "best efforts" basis,  provided,  however, that
         the  Services  shall  expressly  exclude all legal  advice,  accounting
         services or other  services  which  require  licenses or  certification
         which Advisor may not have.

         In the  course of  providing  the  Services,  Advisor  will (a)  become
         familiar with, to the extent the Company deems appropriate, information
         to be  provided  by the  Company  to  enable  Advisor  to  analyze  the
         business,  operations,  properties,  financial condition, prospects and
         projects  of  the  Company;  (b)  assist  and  advise  the  Company  in
         developing a general  strategy for  accomplishing  the  Financing;  (c)
         assist and advise the Company with regard to potential Financing of the
         transaction;  and (d) render such other financial  advisory services as
         may  from  time to time be  mutually  agreed  upon by the  Company  and
         Advisor.

2.       Information on the Company

         In connection  with Advisor's  activities  hereunder,  the Company will
         furnish  Advisor  with  all  material  and  information  regarding  the
         business and financial  condition of the Company (all such  information
         so  furnished  being  referred  to  herein as the  "Information").  The
         Company  recognizes and acknowledges that Advisor (a) will use and rely
         solely on the Information,  and on information available from generally
         recognized public sources,  in performing the Services  contemplated by
         this Agreement without having independently verified the same; (b) does
         not

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         assume   responsibility   for  the  accuracy  or  completeness  of  the
         Information;   (c)  will  not  make  an  appraisal  of  any  assets  or
         liabilities  of the  Company;  and (d) retains the right to continue to
         conduct due diligence during the term of this Agreement.

3.       Use of Advice

         Except as required by a court having  jurisdiction over the Company, no
         statements  made or advice  rendered by Advisor in connection  with the
         Services  performed by the Advisor  pursuant to this  Agreement will be
         quoted by, nor will any such  statements  or advice be referred  to, in
         any report, document,  release or other communication,  whether written
         or oral,  prepared,  issued or transmitted by the Company or any person
         or corporation controlling, controlled by or under common control with,
         the Company or any director, officer, employee, agent or representative
         of any such  person,  without the prior  written  consent to the extent
         required  by law (in which case the  appropriate  party shall so advise
         Advisor in writing  prior to such use and shall  consult  with  Advisor
         with respect to the form and timing of  disclosure),  provided that the
         foregoing  shall not prohibit  appropriate  internal  communication  or
         reference  with respect to such advice  internally  within such parties
         and  provided  further  that the Company  shall be permitted to use the
         information,  after  appropriate  review by  Advisor,  to  support  its
         efforts to effect the Financing.

4.       Term

         This  Agreement  shall have an initial  term of twelve (12) months (the
         "Primary Term"),  commencing with the Effective Date. At the conclusion
         of the Primary Term this Agreement will  automatically  be extended for
         the same term ( the "Extension  Period")  unless Advisor or the Company
         shall  serve  written  notice  on  the  other  party   terminating  the
         Agreement.  Any notice to terminate given hereunder shall be in writing
         and shall be  delivered  at least  thirty (30) days prior to the end of
         the Primary Term or any subsequent Extension Period.

5.       Time and Effort of Advisor

         Advisor  shall  allocate  time  and  Advisors  Personnel  as  it  deems
         necessary to provide the Services.  The  particular  amount of time may
         vary  from  day to day or week to week.  Except  as  otherwise  agreed,
         Advisor's monthly statement  identifying,  in general,  tasks performed
         for the Company  shall be  conclusive  evidence  that the Services have
         been performed.  Additionally,  in the absence of willful  misfeasance,
         bad faith,  negligence  or reckless  disregard for the  obligations  or
         duties  hereunder by Advisor,  neither Advisor nor Advisor's  Personnel
         shall be liable to the Company or any of its  shareholders  for any act
         or omission in the course of or connected  with rendering the Services,
         including  but not  limited  to  losses  that may be  sustained  in any
         corporate  act involved in respect to any  Financing  undertaken by the
         Company as a result of  introductions  or advice provided by Advisor or
         Advisors's Personnel.

6.       Compensation

         The  Company  agrees to pay Advisor a fee for the  Services  ("Advisory
         Fee") provided by Advisor pursuant to this Agreement, as follows:

               The Advisor shall be paid the sum of Six Hundred  Fifty  Thousand
               dollars  ($650,000)  in cash for the  Services  as  provided  for
               herein. Said

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               amount  shall  be paid not less  than  six  months  from the date
               hereof,  payment of this amount shall be secured by shares of the
               common stock of the Company in the amount of  11,448,660  shares,
               the shares shall serve as collateral  for the full payment of the
               Advisory Fee as provided for in this  paragraph  and in the event
               of full payment all such shares shall be returned to the Company.

7.       Costs and Expenses

         All third party and  out-of-pocket  expenses incurred by Advisor in the
         performance  of the  Services or for the  settlement  of debts shall be
         paid by the Company,  or Advisor shall be reimbursed if paid by Advisor
         on behalf of the  Company,  within  ten (10) days of receipt of written
         notice by Consultant, provided that the Company must approve in advance
         all such expenses in excess of $100 per month.

8.       Place of Services

         The Services provided by Advisor or Advisor's  Personnel hereunder will
         be performed at Advisor's  offices except as otherwise  mutually agreed
         by Advisor and the Company.

9.       Independent Contractor

         Advisor and Advisor's  Personnel will act as an independent  contractor
         in the  performance  of its duties under this  Agreement.  Accordingly,
         Advisor  will be  responsible  for payment of all federal,  state,  and
         local taxes on compensation paid under this Agreement, including income
         and social security taxes,  unemployment insurance, and any other taxes
         due relative to Advisor's  Personnel,  and any and all business license
         fees as may be required. This Agreement neither expressly nor impliedly
         creates  a  relationship  of  principal  and  agent,  or  employee  and
         employer,  between Advisor's Personnel and the Company. Neither Advisor
         nor Advisor's  Personnel are authorized to enter into any agreements on
         behalf of the  Company.  The  Company  expressly  retains  the right to
         approve, in its sole discretion,  each Financing Opportunity introduced
         by Advisor, and to make all final decisions with respect to effecting a
         transaction on any Financing.

10.      No Agency Express or Implied

         This Agreement  neither  expressly nor impliedly creates a relationship
         of principal and agent between the Company and Advisor, or employee and
         employer as between Advisor's Personnel and the Company.

11.      Termination

         The  Company  and Advisor may  terminate  this  Agreement  prior to the
         expiration  of the Primary  Term upon thirty (30) days  written  notice
         with mutual written  consent.  Failing to have mutual consent,  without
         prejudice  to any other  remedy to which the  terminating  party may be
         entitled, if any, either party may terminate this Agreement with thirty
         (30) days written notice under the following conditions:



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         (A)      By the Company.
                  --------------

                  (i)      If during the Primary  Term of this  Agreement or any
                           Extension  Period,  Advisor is unable to provide  the
                           Services   as  set  forth   herein  for  thirty  (30)
                           consecutive   business   days   because  of  illness,
                           accident, or other incapacity of Advisor's Personnel;
                           or,

                  (ii)     If Advisor willfully breaches or  neglects the duties
                           required to be performed hereunder;  or,

                  (iii)    At  Company's  option  without  cause  upon  30  days
                           written notice to Advisor; or

         (B)      By Advisor.
                  -----------

                  (i)      If  the  Company  breaches this Agreement or fails to
                           make  any  payments  or  provide information required
                           hereunder;  or,

                  (ii)     If the Company  ceases  business or, other than in an
                           Initial  Merger,  sells a  controlling  interest to a
                           third party, or agrees to a  consolidation  or merger
                           of itself with or into another corporation, or enters
                           into such a transaction  outside of the scope of this
                           Agreement,  or sells  substantially all of its assets
                           to another corporation,  entity or individual outside
                           of the scope of this Agreement; or,

                  (iii)    If the Company subsequent to the execution hereof has
                           a receiver  appointed for its business or assets,  or
                           otherwise  becomes  insolvent  or  unable  to  timely
                           satisfy its  obligations  in the ordinary  course of,
                           including  but not limited to the  obligation  to pay
                           the Initial Fee, the Transaction fee, or the Advisory
                           Fee; or,

                  (iv)     If the Company  subsequent  to the  execution  hereof
                           institutes,   makes  a  general  assignment  for  the
                           benefit of creditors,  has instituted  against it any
                           bankruptcy    proceeding   for   reorganization   for
                           rearrangement  of  its  financial  affairs,  files  a
                           petition in a court of bankruptcy,  or is adjudicated
                           a bankrupt; or,

                  (v)      If any  of the  disclosures made herein or subsequent
                           hereto by the Company to Consultant are determined to
                           be materially false or misleading.

         In the  event  Advisor  elects  to  terminate  without  cause  or  this
         Agreement is terminated  prior to the expiration of the Primary Term or
         any Extension Period by mutual written agreement, or by the Company for
         the reasons set forth in A(i) and (ii) above, the Company shall only be
         responsible to pay Advisor for any  unreimbursed  expenses and Advisory
         Fee accrued up to and including the effective date of  termination.  If
         this Agreement is terminated by the Company for any other reason, or by
         Advisor for reasons set forth in B(i) through (v) above,  Advisor shall
         be entitled to any outstanding unpaid portion of reimbursable expenses,
         if  any,  and  for  the  remainder  of  the  unexpired  portion  of the
         applicable term (Primary Term or Extension Period) of the Agreement.




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12.      Indemnification

         Subject to the  provisions  herein,  the Company  and Advisor  agree to
         indemnify,  defend and hold each other  harmless  from and  against all
         demands,  claims,  actions,  losses,  damages,  liabilities,  costs and
         expenses,   including  without  limitation,   interest,  penalties  and
         attorneys' fees and expenses asserted against or imposed or incurred by
         either party by reason of or  resulting  from any action or a breach of
         any representation,  warranty, covenant, condition, or agreement of the
         other party to this Agreement.

13.      Remedies

         Advisor  and the Company  acknowledge  that in the event of a breach of
         this  Agreement by either party,  money damages would be inadequate and
         the  non-breaching   party  would  have  no  adequate  remedy  at  law.
         Accordingly,  in the event of any controversy  concerning the rights or
         obligations  under this Agreement,  such rights or obligations shall be
         enforceable  in a court of equity by a decree of specific  performance.
         Such remedy, however, shall be cumulative and nonexclusive and shall be
         in addition to any other remedy to which the parties may be entitled.

14.      Miscellaneous

          (A)  Subsequent  Events.  Advisor and the Company each agree to notify
               the other  party if,  subsequent  to the date of this  Agreement,
               either  party  incurs  obligations  which  could  compromise  its
               efforts and obligations under this Agreement.

          (B)  Amendment.  This Agreement may be amended or modified at any time
               and in any manner only by an  instrument  in writing  executed by
               the parties hereto.

          (C)  Further  Actions  and  Assurances.  At any time and from  time to
               time, each party agrees, at its or their expense, to take actions
               and to  execute  and  deliver  documents  as  may  be  reasonably
               necessary to effectuate the purposes of this Agreement.

          (D)  Waiver. Any failure of any party to this Agreement to comply with
               any of its obligations,  agreements,  or conditions hereunder may
               be waived in  writing  by the  party to whom such  compliance  is
               owed.  The failure of any party to this  Agreement  to enforce at
               any time any of the provisions of this Agreement  shall in no way
               be construed to be a waiver of any such  provision or a waiver of
               the right of such party thereafter to enforce each and every such
               provision.  No waiver of any breach of or noncompliance with this
               Agreement shall be held to be a waiver of any other or subsequent
               breach or noncompliance.

          (E)  Assignment.  Neither this  Agreement  nor any right created by it
               shall be  assignable  by either party  without the prior  written
               consent of the other.

          (F)  Notices. Any notice or other communication  required or permitted
               by this  Agreement  must be in writing  and shall be deemed to be
               properly  given  when  delivered  in person to an  officer of the
               other  party,  when  deposited  in the  United  States  mails for
               transmittal by certified or registered mail, postage prepaid,  or
               when deposited with a public  telegraph  company for transmittal,
               or when sent by facsimile transmission charges prepared,

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               provided that the communication is addressed:

                 (i)   In the case of the Company: TRSG Corporation
                                                   500 East Cheyenne Ave.
                                                   North Las Vegas, Nevada 89030
                                                   Telephone:  (702) 399-4328
                                                   Telefax     (702) 642-4499

                 (ii)  In the case of Advisor:     David Michael LLC
                                                   3809 South West Temple
                                                   Salt Lake City, Utah 84115
                                                   Telephone:  (801) 281-0001
                                                    Telefax:   (801) 281-8763

     or to such other person or address  designated in writing by the Company or
Advisor to receive notice.

          (G)  Headings.  The section and subsection  headings in this Agreement
               are inserted for convenience only and shall not affect in any way
               the meaning or interpretation of this Agreement.

          (H)  Governing  Law.  This  Agreement  was  negotiated  and  is  being
               contracted  for in Utah, and shall be governed by the laws of the
               State of Utah, the United States of America, not withstanding any
               conflict-of-law provision to the contrary.

          (I)  Binding Effect.  This Agreement shall be binding upon the parties
               hereto and inure to the benefit of the parties,  their respective
               heirs, administrators, executors, successors, and assigns.

          (J)  Entire  Agreement.  This Agreement  contains the entire agreement
               between  the  parties  hereto  and  supersedes  any and all prior
               agreements,  arrangements,  or understandings between the parties
               relating  to the  subject  matter  of  this  Agreement.  No  oral
               understan dings, statements, promises, or inducements contrary to
               the  terms  of  this   Agreement   exist.   No   representations,
               warranties,  covenants, or conditions,  express or implied, other
               than as set forth herein, have been made by any party.

          (K)  Severability.  If any  part of this  Agreement  is  deemed  to be
               unenforceable  the balance of the Agreement  shall remain in full
               force and effect.

          (L)  Counterparts.  A facsimile,  telecopy,  or other  reproduction of
               this  Agreement  may be  executed  simultaneously  in two or more
               counterparts,  each of which shall be deemed an original, but all
               of which together shall  constitute one and the same  instrument,
               by one or more  parties  hereto  and  such  executed  copy may be
               delivered  by  facsimile  or  similar  instantaneous   electronic
               transmission  device  pursuant  to which the  signature  of or on
               behalf of such party can be seen. In this event,  such  execution
               and delivery shall be considered valid, binding and effective for
               all  purposes.  At the request of any party  hereto,  all parties
               agree to execute an  original  of this  Agreement  as well as any
               facsimile, telecopy or other reproduction hereof.


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          (M)  Time is of the Essence.  Time is of the essence of this Agreement
               and of each and every provision hereof.




         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date above written.


         The "Company"                         "Advisor"
         TRSG Corporation                      David Michael LLC
         A Delaware Corporation                A Utah Limited Liability Company



         By:    /s/ Rick Bailey                By: /s/ David Wolfson
              ---------------------            ----------------------------
         Name:                                 Name:
         Title:  President                     Title: