Exhibit 10.12

                               ADVISORY AGREEMENT


     THIS ADVISORY  AGREEMENT ( the  "Agreement")  is made this 1st day of June,
2000  by and  between  Hudson  Consulting  Group,  Inc.,  a  Nevada  corporation
("Advisor") and Sedona Worldwide  Incorporated,  an Arizona corporation with its
offices located in Phoenix, Arizona (the "Company").

     WHEREAS,   Advisor  and  Advisors's   Personnel  (as  defined  below)  have
experience  in  evaluating  and  effecting  mergers and  acquisitions,  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 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
     assist the Company in it's  effecting the purchase of businesses and assets
     relative to its business and growth  strategy,  resolution  of  outstanding
     debt and  obligations of the Company,  preparation of documents for listing
     on OTC  BB,  the  introduction  of the  Company  to  brokers  and  dealers,
     potential investors, public relations firms and consultants and others that
     may  assist  the  Company  in  its  plans  and  future   development   (the
     "Services").  The  Services  are to be provided on a "best  efforts"  basis
     directly and through Advisor's  officers or others employed or retained and
     under the direction of Advisor ("Advisor's Personnel");  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.

2.   TERM

     This  Agreement  shall have an initial  term of one (1) year (the  "Primary
     Term"),  commencing  with the  Effective  Date.  At the  CONCLUSION  OF THE
     PRIMARY TERM THIS  Agreement  will  automatically  be extended on an annual
     basis ( 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.

3.   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

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     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 in any  subsequent
     Business  Opportunity  (as defined  herein)  undertaken by the Company as a
     result of advice provided by Advisor or Advisors's Personnel.

4.   COMPENSATION

     The Company agrees to pay Advisor a fee for the Services  ("Advisory  Fee")
     by way of the delivery by the Company of Four Hundred and Fifteen  Thousand
     and Eight Hundred  (415,800)  shares of the Company's common stock upon the
     execution  hereof.  All shares  transferred are considered fully earned and
     non-assessable as of the date hereof.

5.   OTHER SERVICES

     If, the  Company  enters into a merger or  exchanges  securities  with,  or
     purchases  the  assets or enters  into a joint  venture  with,  or makes an
     investment in a company introduced by Advisor ( a "Business  Opportunity"),
     the Company  agrees to pay Advisor a fee equal to ten percent  (10%) of the
     value of each  Business  Opportunity  introduced by Advisor and acquired or
     otherwise  participated in by the Company (collectively referred to herein,
     in each  instance,  as the  "Transaction  Fee"),  which  shall  be  payable
     immediately  following  the  closing  of  each  such  transaction,  at  the
     Company's  option, in cash or in shares of the Company's common stock or in
     kind.

6.   REGISTRATION OF SHARES

     Company  agrees that any shares issued to satisfy the Advisory Fee (if paid
     in shares),  and the issuance of shares as a Transaction Fee, that all such
     issued shares shall be registered  by the Company with the  Securities  and
     Exchange Commission under any subsequent applicable  registration statement
     filed by the Company.  Such issuance or  reservation  of shares shall be in
     reliance on representations and warranties of Advisor set forth herein.

7.   COSTS AND EXPENSES

     All third  party and  out-of-pocket  expenses  incurred  by  Advisor in the
     performance of the Services shall be paid by the Company, including any and
     all  costs for  Internet  or Web sites  used on  behalf of the  Company  or
     Advisor  shall be  reimbursed  if paid by Advisor on behalf of the Company,
     within ten (I 0) days of receipt of  written  notice by  Advisor,  provided
     that the Company  must  approve in advance  all such  expenses in excess of
     $250 per month.  If the Company  consents in writing,  Advisor may elect to
     accept restricted shares of common stock of the Company as payment,  valued
     at one-half of the bid price.

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.

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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 Business  Opportunity  introduced by Advisor, and to make
     all final decisions with respect to effecting a transaction on any Business
     Opportunity.

10.  REJECTED BUSINESS OPPORTUNITY

     If, during the Primary Term of this Agreement or any Extension Period,  the
     Company  elects  not to proceed to  acquire,  participate  or invest in any
     Business Opportunity identified and/or selected by Advisor, notwithstanding
     the  time  and  expense  the  Company  may  have  incurred  reviewing  such
     transaction,  such  Business  Opportunity  shall  revert back to and become
     proprietary to Advisor,  and Advisor shall be entitled to acquire or broker
     the sale or investment in such rejected  Business  Opportunity  for its own
     account, or submit such assets or Business Opportunity  elsewhere.  In such
     event,  Advisor shall be entitled to any and all profits or fees  resulting
     from  Advisor's  purchase,  referral  or  placement  of any  such  rejected
     Business  Opportunity,  or the Company's  subsequent  purchase or financing
     with such Business Opportunity in circumvention of Advisor

11.  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.

12.  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:

     (A)  By the Company.

          (i)  If during the Primary  Term of this  Agreement  or any  Extension
               Period, Advisor is unable or unwilling to provide the Services as
               set forth herein for thirty (30)  consecutive  business  days for
               any reason whatsoever, other than the Company's default; or,

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

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     (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 a 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 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  unreimbursed  expenses,  Advisory Fee, if any, and Transaction
     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,  Transaction
     Fee, if any, and the balance of the Advisory Fee, if any, for the remainder
     of the unexpired  portion of the applicable term (Primary Term or Extension
     Period) of the Agreement.

13.  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.

14.  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.

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15.  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,  provided that the  communication  is
          addressed:

          (i)  In the case of the Company:

                                         Sedona Worldwide Incorporated
                                         3840 North 16th Street
                                         Phoenix, Arizona 85016
                                         Telephone: (602) 263-9600
                                         Telefax: (602) 263-9595
                                         Attention: Mia Martori, President

          (ii) In the case of Advisor:

                                         Hudson Consulting Group, Inc.
                                         268 West 400 South
                                         Salt Lake City, Utah 84101
                                         Telephone: (801) 575-8073
                                         Telefax: (801) 575-8092
                                         Attention: Richard D. Surber, President

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

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     (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,
          and the United States of America,  notwithstanding 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 understandings,  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.

     (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"
Sedona Worldwide Incorporated                Hudson Consulting Group, Inc.
an Arizona Corporation                       a Nevada Corporation

By:    /s/ Mia A. Martori                    By:    /s/ Richard D. Surber
       ----------------------------                 ----------------------------
Name:  Mia A. Martori                         Name:  Richard D. Surber
Title: President                             Title: President