AMENDED AND RESTATED CONSULTING AGREEMENT
                    -----------------------------------------

     THIS  AMENDED  AND  RESTATED  CONSULTING  AGREEMENT  (this  "Agreement") is
entered  into  as  of  this  1st  day  of  December,  2000  between  STOCKBROKER
PRESENTATONS,  INC., a Florida corporation (herein referred to as "SPI") and YOU
TICKET,  INC.,  a  Nevada  corporation.  (herein  referred  to  as  "COMPANY")
(collectively,  SPI and COMPANY hereinafter referred to as the "Parties") and is
substituted  for  and  is intended to replace and novate that certain Consulting
Agreement  dated  October  30,  2000,  previously  executed between the Parties.

                                   WITNESSETH:

     WHEREAS,  COMPANY  requires  the  services  of  SPI;  and

     WHEREAS,  SPI  is  an  investor  relations  firm  with  experience  in  the
dissemination of information about private and publicly traded companies; and is
in  the  business  of  providing  investor relations services  and other related
programs,  services  and  products  to  other  clients;  and

     WHEREAS,  SPI  and COMPANY previously executed a Consulting Agreement dated
October  30,  2000, and now wish to amend and restate said agreement in order to
delete  all  anti-dilution restrictions and provisions and to make certain other
modifications  mutually  agreeable  to  the  Parties.


                                   AGREEMENT:

1.  APPOINTMENT
COMPANY  hereby  appoints  and engages SPI as its advisor and hereby retains and
employs  SPI  on  the  terms  and  conditions of this Consulting Agreement.  SPI
accepts  such  appointment and agrees to perform the services upon the terms and
conditions  of  this  Agreement.

2.  ENGAGEMENT
COMPANY  engages  SPI  to  provide the services described in paragraph 3 herein.
SPI  accepts  said  engagement  and  COMPANY  as a client, and agrees to provide
services to COMPANY as further described in paragraph 3 below and subject to the
provisions  of  this  Agreement,  for  a  period  of  one(1)  year.

3.  AUTHORITY  AND  DESCRIPTION  OF  SERVICES
During  the  term  of this Consulting Agreement SPI shall furnish some or all of
the  various  services  described  in Addenda A, as requested by the COMPANY and
agreed  upon  by  the  parties  as  described  herein  as  follows:


<PAGE>

-     SPI  shall  act,  generally,  as  corporate  Investor  relations  counsel,
essentially  acting  (as  liaison  between  COMPANY and its Stockbrokers; (2) as
advisor  to  COMPANY  with  respect  to  existing  and  potential market makers,
broker-dealers,  and  Stockbrokers as  well as being the liaison between COMPANY
and  such  persons.

-     SPI  shall  not  be  required  to  perform  any investment banking related
activities  on  behalf  of  COMPANY  as  a condition of this Agreement.  For the
purposes  of  this
Agreement,  Investment  Banking  activities shall be defined as being any of the
following:
1.     The  location , negotiation and/or securing of any public or private debt
for  COMPANY.
2.     The location, negotiation and/or securing of any public or private equity
forCOMPANY.
3.     The  production  of  any  documentation  that  is  to be utilized for the
purposes and activities as relating to the activities as outlined in subheadings
(1)  and  (2)  above.
4.     Any  other  activities as may normally be associated with the practice of
investment  banking.

4.  TERM  OF  AGREEMENT
This Consulting Agreement shall become effective upon execution hereof and shall
continue thereafter and remain in effect for a period of twelve (12) months.  It
is  expressly acknowledged and agreed by and between the parties hereto that SPI
shall  not  be obligated to provide any services and/or perform any work related
to  this  Consulting  Agreement  until  such  time  any  agreed and/or specified
retainer  (deposit,  initial  fee,  down  payment)  in  U.S. funds, and/or other
specified  and/or  agreed  valuable  consideration,  has  been  received by SPI.
Further,  SPI  may  terminate  services should COMPANY fail to make all payments
upon  receipt  of  invoices.  Time  is of the essence with respect to payment by
Company  of  SPI  invoices.

5.  WHERE  SERVICES  SHALL  BE  PERFORMED
SPI's  services  shall  be  performed  at  the  main  office  location  of SPI .

6.  DUTIES  OF  THE  COMPANY.
a.     COMPANY will notify SPI in writing a minimum of thirty (30) days prior to
making  any  private or public offering of securities, including but not limited
to  S-8  filing  or  Regulations S unless prohibited by Federal Securities laws.
b.     COMPANY  will  notify  SPI at least thirty (30) days prior to any insider
selling  of  COMPANY'S  stock.
c.     In  that SPI shareholder, officers, employees, and/ or their families may
hold  a  position  in  and  engage  in  transactions  with  respect  to  COMPANY
securities,  and  in  light  of  the  fact that SPI imposes restrictions on such
transactions  to  guard  against  trading  on  the  basis  of material nonpublic
information,  COMPANY  shall  contemporaneously notify SPI if any information or
data  being  supplied  to  SPI  has  not been generally released or promulgated.


<PAGE>

7.  REPRESENTATION,  UNDERTAKINGS  AND  INDEMNIFICATION
     a.   The execution and performances of this Consulting Agreement by COMPANY
has   been  duly  authorized by the Board of  Directors of COMPANY in accordance
with  applicable  law,  and  to  the extent required, by the requisite number of
shareholders  of  COMPANY.
b.   The  performance  by  COMPANY  of  this  Consulting  Agreement  will  not
violate  any  applicable  court  decree or order, law or regulation, nor will it
violate  any provision of the organizational documents and/or by laws of COMPANY
or  any  contractual  obligation  by  which  COMPANY  may  be  bound.

8  AGREEMENT  NOT  TO  HIRE
COMPANY acknowledges that SPI has expended considerable time, effort and expense
in  training  the  respective employees, independent contractors, subcontractors
and  vendors  of  SPI  in  the  methods of operation, and that the employees and
consultants  of  SPI  will  acquire confidential knowledge and information as to
accounts,  customers and business patrons, as well as confidential knowledge and
information concerning the methods, forms, contracts and negotiations procedures
and  methods  of  SPI.The company agrees not to employ any employee of SPI for a
period  of  twenty  four  (24) months from the expiration or termination of this
Contract,  without  the  written  consent  of  SPI.

9.  COMPENSATION  AND  DISCLAIMERS

a.   Compensation payable to SPI for all general investor relations services and
other   services  hereunder, including but not limited to acquisition and merger
services,     shall  be  paid  by  COMPANY to SPI by the means and in the manner
or manners as  specified in "Addendum A", a copy of which is attached hereto and
incorporated  herein   by  this  reference.

b.     In  recognition  and mutual acknowledgment of the fact that YOUR COMPANY,
INC.

c.      Is  a  company  in  its  development  stage  and is further engaged in a
business  of  a  highly  speculative  nature with little or no current revenues,
income  or  liquid  market  for  its  stock at this time the Consultant makes no
representations,  warranties or other affirmations as to the efficacy, viability
and/or  success  of  any efforts that may be undertaken on the Company's behalf,
andhereby  acknowledges, accepts and understands such disclaimers as made by the
Consultant.

10.  DILUTION
[Intentionally  Deleted.]

Should  there  be  a  stock  dividend or spin-off of part of the company the SPI
contract  will remain in effect with COMPANY, and any subsequent IR work will be
negotiated  with  SPI  at  that  time  for  any  new  company.

11.  BILLING  AND  PAYMENT
Monthly  fees or payments shall be due by the first day of the month and payable
upon  invoice.


<PAGE>

12.  SPI  AS  AN  INDEPENDENT  CONTRACTOR
SPI  shall  provide  said  services  as an independent contractor, and not as an
employee  or  of  any  company affiliated with COMPANY.  SPI has no authority to
bind  COMPANY  or  any  affiliate  of  COMPANY  to  any  legal action, contract,
agreement,  or  purchase, and such action cannot be construed to be made in good
faith  or  with  the  acceptance  of  COMPANY;  thereby  becoming  the  sole
responsibility  of  SPI.  SPI  is  not  entitled  to  any medical coverage, life
insurance,  savings  plans,  health  insurance,  or  any  and all other benefits
afforded  COMPANY  employees.  SPI  shall be solely responsible for any Federal,
State or local taxes, and should COMPANY for any reason by required to pay taxes
at  a  later  date,  SPI  shall  reassure such payment is made by SPI and not by
COMPANY.  SPI  shall  be  responsible for all workers compensations payments and
herein holds COMPANY harmless for any and all such payments and responsibilities
related  hereto.

13.  SPI  MAY  ENGAGE  IN  CONFLICTING  ACTIVITIES
COMPANY  hereby  acknowledges notification by SPI and understands that SPI does,
and  shall,  represent and service other and multiple clients in the same manner
as it does COMPANY, and that COMPANY is not an exclusive client of SPI. However,
SPI  shall  not  represent  any  client  that  would  be  a  direct  competitor.

14.  AMENDMENTS
This  Consulting  Agreement  may  be  modified  or  amended,  provided  such
modifications  or amendments are mutually agreed upon by and between the parties
hereto  and that said modifications or amendments are made in writing and signed
by  both  parties.

15.  SEVERABILITY
If  any  provision  of this Consulting Agreement shall be held to be contrary to
law,  invalid  or  unenforceable  for any reason, the remaining provisions shall
continue  to  be  valid and enforceable.  If a court finds that any provision of
this Consulting Agreement is contrary to law, invalid or unenforceable, and that
by  limiting  such  provision  it  would become valid and enforceable, then such
provision  shall be deemed to be written, construed, and enforced as so limited.

16.  ATTORNEYS  FEES
In  the  event  either  party  is  in default of the terms or conditions of this
Consulting  Agreement  and  legal  action  is  initiated or suit be entered as a
result  of  such  default, the prevailing party shall be entitled to recover all
costs  incurred  as  a  result  of  such default including all costs, reasonable
attorney  fees,  expenses  and  court  costs  through trial, appeal and to final
disposition.

17.  RETURN  OF  RECORDS
Upon  termination  of  this Consulting Agreement, SPI shall deliver all records,
notes,  data,  memorandum,  models  and equipment of any nature that are in  the
control  of  SPI  that are the property of or relate to the business of COMPANY.


<PAGE>

18.  MISCELLANEOUS

     a.  Currency:  In  all  instances,  references  to  dollars shall be United
States  Dollars.

b.     Stock:  In  all  instances,  references  to stock and/or options shall be
deemed  to  be  unrestricted  and  free  trading.

c.     Any  restricted  shares  or  options that SPI agrees to accept as partial
payment  for  services,  will  have  piggy  back  rights on any registration the
company  makes  with  appropriate  regulatory  bodies.

d.     The  recitals  stated  above  are  true  and  correct  and  are  hereby
incorporated  into  this  Agreement  for  all  purposes.

19.  NOTICES
All  notices  hereunder  shall  be  in writing and addressed to the party at the
address herein set forth, or at such other address which notice pursuant to this
section  may  be  given.  Any  notice  required  or permitted by this Consulting
Agreement  to  be  given shall be given to the respective parties at the address
first  written  above,  on  page  one  (1)  of  this  Consulting  Agreement.

20.  EXCLUSION  WITH  RESPECT  TO  PARTNERSHIP
The  parties agree that, in no way, shall this Consulting Agreement be construed
as  being  an  act  of  partnership between the parties hereto and that no party
hereto  shall  have,  as a result of the execution of this Consulting Agreement,
any  liability for the commitments of any other party of any type, kind or sort.

21.  INUREMENT
This  Consulting Agreement shall inure to the benefit of and be binding upon the
parties  hereto  and their respective heirs, executors, administrators, personal
representatives,  successors,  assigns  and  any  addendas  attached  hereto.

Notwithstanding anything to the contrary herein, if (a) all or substantially all
of  the  assets  of the Company should be transferred (wither by sale, exchange,
foreclosure,  liquidation,  dissolution,  repurchase  or other disposition) to a
corporation  or  other  entity without the prior consent of the Consultant, this
Agreement  shall also continue to be binding upon both the Consultant as well as
the  transferee  corporation  and/or entity, and the Company shall make adequate
provisions  within  remaining  jointly  and  severally  liable  hereunder.

22.  COMPANY  AGREES  TO  PROVIDE  AND  PAY  COSTS  FOR:
*  Weekly  DTC  sheets.
*  Monthly  shareholder  list.  (SPI  will  pay  if we require more often.)
*  Bi-weekly  press  release.
*  Monthly  NOBL  list.
*  Bi-  weekly  broker  teleconference  calls.
*  Transfer  Agent/  clearing  firm  weekly stock activity report which includes
notification before    any  new stock is issued or any restricted stock is being
converted  to  free  trading


<PAGE>

stock.  Company  will provide SPI with a copy  of letter sent to transfer agent.
Requesting  this  report
*  Copy  of  Moodys  or  S&P  Blue  Sky  certification.
*  Due  Diligence  Package  equivalent  to  SPI.  standard  package.
*  Web  site  equivalent  to  SPI.  standard  website.
The contract is effective on the date that it is signed and all billings will be
based  on the contract date. The company acknowledges and agrees that SPI is not
obligated  to  begin  work  on the contract until all conditions in this section
have  been  fulfilled

23.  ENTIRE  AGREEMENT
This  Consulting  Agreement contains the entire agreement of the parties and may
be modified or amended only by agreement in writing, signed by the party against
whom  enforcement  of  waiver,  change,  amendment,  modification,  extension or
discharge  is  sought.  It is declared by both parties that there are no oral or
other  agreements  or  understanding  between  them  affecting  this  Consulting
Agreement,  or  relating  to  the  business  of  SPI.  This Consulting Agreement
supersedes  all  previous  agreements  between  SPI  and  COMPANY.

24.  APPLICABLE  LAW
This  Consulting  Agreement is executed pursuant to and shall be interpreted and
governed  for  all  purposes  by  the laws of the State of Florida for which the
Courts  shall  have jurisdiction.  If any provision of this Consulting Agreement
is  declared  void,  such provision shall be deemed severed from this Consulting
Agreement,  which  shall  otherwise  remain  in  full  force  and  effect.

25.  ACCEPTANCE  BY  SPI
This  Consulting  Agreement  is  not  valid or binding upon SPI unless and until
executed  by  its President or other duly authorized executive officer or SPI At
its  home  office  at  207  JASMINE  LANE,  LONGWOOD  32779.

26.  EXECUTION  IN  COUNTERPART;  TELECOPY-FAX
This  Consulting Agreement may be executed in counterparts, not withstanding the
date  or dates upon which this Consulting Agreement is executed and delivered by
any  of  the  parties,  and  shall  be deemed to be an original and all of which
constitute  one and the same agreement, effective as of the reference date first
written  above.  The  fully  executed  telecopy (fax) version of this Consulting
Agreement  shall  be  construed  by all parties hereto as an original version of
said  Consulting  Agreement.


27.  DISCLAIMER
SPI  is in the business of investor/public relations and other related business,
as  previously stated above, and in no way proclaims to be an investment advisor
and/or stock or securities broker.  SPI is not licensed as a stock or securities
broker  and  is  not  in  the  business  of selling such stocks or securities or
advising  as  to the investment viability or worth of such stocks or securities.


<PAGE>


     SPI.                                        YOUTICKET.COM
     SIGNATURE:                                  SIGNATURE:

     /s/  Roy Meadows                            /s/  Jeffrey M. Harvey
     ________________________________           _____________________________
     TITLE:Pres     DATE:12/1/00                TITLE: Pres    DATE: 12/1/00



<PAGE>

                         STOCKBROKER PRESENTATIONS, INC.
                                   ADDENDA "A"
                               YOUTICKET.COM, INC.


SPI  will  provide  the  following  services:

--     Profiler  team  working  60,000  broker  database
--     Introduction  to  our  network  of  market  makers
--     Brokerage  firm  introductions
--     Investor  lead  management
--     Broker/Investor  conference  call  management
--     Market  support
--     DTC  analysis

TERMS:

--     50,000  shares  at  signing  of  this  Agreement
--     2000,000  shares  monthly  for  six  (6)  months

OPTIONS:

4,000,000  options  @$0.05

Such  options  are to acquire restricted stock between June 1, 2001, and May 31,
2002



PIGGYBACK  RIGHTS  ON  ALL  RESTRICTED  STOCK  AND  OPTIONS



     SPI.                                        YOUTICKET.COM
     SIGNATURE:                                  SIGNATURE:

     /s/  Roy Meadows                            /s/  Jeffrey M. Harvey
     ________________________________           _____________________________
     TITLE:Pres     DATE:12/1/00                TITLE: Pres    DATE: 12/1/00