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                                                                    EXHIBIT 10.1

                      [MACKENZIE - SHEA - INC. LETTERHEAD]


    AGREEMENT TO ENGAGE MACKENZIE SHEA, INC. ("MSI") AS BUSINESS CONSULTANTS
                FOR WANDERLUST INTERACTIVE, INC. ("WANDERLUST")


On the basis of previous telephone conversations and meetings between 
Wanderlust Interactive, Inc. ("Wanderlust") and Mackenzie Shea, Inc. ("MSI") as 
well as other discussions, preliminary financial statements, initial reports 
submitted by Wanderlust, and the representations that Wanderlust has made to 
MSI describing Wanderlust and its principals, the present and proposed business 
activities of Wanderlust, its operations, financial condition and capital 
structure, and various agreements and documents related thereto, MSI submits to 
Wanderlust a proposal for the terms pursuant to which MSI would be willing to 
consult to Wanderlust Interactive, Inc. in its efforts to seek additional 
business/business relationships that will be of benefit to Wanderlust.


I.   ENGAGEMENT
     Wanderlust hereby engages and retains MSI as an exclusive Business 
     Consultant for and on behalf of Wanderlust to perform the Services (as 
     that term is hereinafter defined) and MSI hereby accepts such appointment 
     on the terms and subject to the conditions hereinafter set forth and 
     agrees to use its best efforts in providing such Services.

II.  INDEPENDENT CONTRACTOR
     MSI shall be, and in all respects be deemed to be, an independent 
     contractor in the performance of its duties hereunder, any law of any 
     jurisdiction to the contrary notwithstanding. MSI shall not, by reason of 
     this Agreement or the performance of the Services be or be deemed to be, 
     an employee, agent, partner, co-venturer or controlling person of 
     Wanderlust, and MSI shall have no power to enter into any agreement on 
     behalf of or otherwise bind Wanderlust. MSI shall not have or be deemed to 
     have, fiduciary obligations or duties to Wanderlust and shall be free to 
     pursue, conduct and carry on for its own account (or for the account of 
     others) such activities, employments, ventures, businesses and other 
     pursuits as MSI in its sole, absolute and unfettered discretion may elect.

III. SERVICES
     MSI agrees to provide the following hereafter collectively referred to as 
     the "Services".

     A.   Assist Wanderlust in efforts to seek additional business/business 
          relationships that will be of benefit to Wanderlust. 
                                                       
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Wanderlust Interactive, Inc.
10/1/97

        B.      Advise Wanderlust and/or any of its affiliates in its 
                negotiations with one or more individuals, firms or entities 
                (the "Candidate(s)") who may have an interest in providing 
                investment capital in the form of bridge financing, private 
                placement financing, media financing, or in pursuing a form of 
                Business Combination with Wanderlust. As used in this 
                Agreement, the term "Business Combination" shall be deemed to 
                mean any form of merger, acquisition, joint venture, licensing 
                agreement, product, sales and/or marketing, distribution, 
                combination and/or consolidation, etc. involving Wanderlust 
                and/or any of its affiliates and any other entity. As used 
                herein, the term "investment" shall include the contribution of 
                anything of value by a Candidate to Wanderlust, its 
                subsidiaries or affiliates. Wanderlust and MSI hereby confirm 
                their express written intent that MSI shall only be required to 
                devote such time to the performance of the Services as MSI 
                shall, in its discretion, deem necessary and proper to 
                discharge its responsibilities under this Agreement.

        C.      MSI will advise Wanderlust in seeking up to five hundred 
                thousand dollars ($500,000) in additional capital, in the form 
                of either debt or equity.

        D.      After Wanderlust has completed its initial round of financing, 
                MSI will advise Wanderlust in structuring and issuing an 
                additional three million to five million dollars ($3,000,000 - 
                $5,000,000) of corporate securities, in the form of either debt 
                or equity.

        E.      In conjunction with the Services, MSI agrees to:

                1.      make itself available to the officers of Wanderlust at 
                        such mutually agreed upon place during normal business 
                        hours for reasonable periods of time, subject to 
                        reasonable advance notice and mutually convenient 
                        scheduling, for the purpose of advising Wanderlust in 
                        the preparation of such reports, summaries, corporate 
                        and/or transaction profiles, due diligence packages 
                        and/or other material and documentation 
                        ("Documentation") as shall be necessary, in the opinion 
                        of MSI, to properly present Wanderlust to other 
                        entities and individuals that could be of benefit to 
                        Wanderlust.

                2.      make itself available for telephone conferences with 
                        the principal financial sales and/or operating 
                        officer(s) of Wanderlust during normal business hours.

                3.      advise Wanderlust's management in corporate finance, 
                        structuring the nature, extent and other parameters of 
                        any private or other offer(s) to be made to 
                        Candidate(s).

                4.      advise Wanderlust's management in evaluating proposals 
                        and participating in negotiations with Candidate(s).

                5.      advise Wanderlust regarding company operations, 
                        staffing, strategy, and other issues related to 
                        building shareholder value as Wanderlust may reasonably 
                        request, consistent with the provisions of this 
                        Agreement.

IV.     EXPENSES
        It is expressly agreed and understood that MSI's compensation as 
        provided in this Agreement does not include normal and reasonable 
        out-of-pocket expenses. The expenses described in this paragraph shall 
        be reimbursed by Wanderlust independent of any fees described in the 
        section below titled, "COMPENSATION".

        A.      "Normal and reasonable out-of-pocket expenses" shall include 
                but are not limited to: accounting, long distance 
                communication, express mail, outside consultants, travel 
                (including: airfare, hotel lodging and meals, transportation, 
                etc.), etc., and other costs involved in the execution of MSI's 
                Services under this Agreement.

        B.      It is also agreed that Wanderlust will pay all expenses 
                incurred in connection with the preparation and printing of any 
                Offering Memorandums, and any amendments thereto.

        C.      Wanderlust also agrees to pay its own and MSI's legal expenses.


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Wanderlust Interactive, Inc.
10/1/97

     D.   MSI shall not incur any expense in excess of $1,000.00 without
          Wanderlust's prior consent, which consent shall not unreasonably be
          withheld.
     
     E.   Wanderlust hereby agrees to compensate MSI promptly upon receipt of an
          expense invoice from MSI. Whenever feasible, MSI will request advance
          payment of approved expenses. The reimbursement for expenses shall not
          be subject to any maximum allocation, and shall be fully reimbursed.

V.   COMPENSATION
     In consideration for the Services, Wanderlust agrees that MSI shall be
     entitled to compensation and other consideration mutually understood, but
     not limited to the following:

     A.   MSI will receive a non-refundable retainer of twenty thousand dollars
          ($20,000). Payment shall be made as operating funds become available
          but no later than the first break of escrow of the first funds to be
          received by Wanderlust through any financing.

     B.   Wanderlust agrees that it may be necessary to hire certain
          professional individuals on a temporary or contract basis to execute
          some of MSI's recommendations/advice and Wanderlust agrees that it may
          be necessary to pay those individuals separately from this agreement
          at agreed upon rates. The current market value of those services may
          range from $1,500 to $2,500 per day depending on the expertise needed.
          Payment shall be made as operating funds become available but no later
          than the first break of escrow of the first funds to be received by
          Wanderlust through any financing.

     C.   MSI will also receive a fee of two hundred and fifty thousand
          (250,000) shares of Wanderlust's common stock and five hundred
          thousand (500,000) Warrants to purchase an additional five hundred
          thousand (500,000) shares of common stock at $0.25 per share (the
          Execution Price) [These shares and warrants shall be referred to
          collectively as the "Engagement Stock"].

          1.   The Engagement Stock shall be deemed earned and shall be
               restricted stock subject to Federal Securities Rule 144.

          2.   MSI shall have "Piggyback Registration Rights" to register the
               Engagement Stock as part of any registration filing by the
               Company and "Demand Registration Rights" commencing nine (9)
               months from the date of the signing of this agreement which shall
               entitle MSI to demand the immediate registration of the
               Engagement Stock at the sole discretion of MSI.

          3.   The Board of Directors of Wanderlust shall authorize that the
               Engagement Stock shall be issued upon the signing of this
               agreement, and shall be delivered immediately to MSI's counsel,
               Boyd & Chang, LLP. However, in no event shall the Engagement
               Stock be delivered later than seven (7) days from the date of the
               signing of this agreement.

          4.   Should Wanderlust not complete a Bridge Loan financing (on terms
               acceptable to Wanderlust) within sixty (60) days of the
               completion of an Offering Memorandum approved by both MSI as well
               as Wanderlust, then Wanderlust will have the right to cancel the
               Warrants which comprise a portion of the Engagement Stock. The
               need for Bridge Loan Financing is currently estimated at up to
               five hundred thousand dollars ($500,000) in additional capital
               but this figure is subject to change based on the company's
               needs.

     D.   For market positioning, strategic planning, and other business
          consulting work to be accomplished, a monthly fee of six thousand
          dollars ($6,000), payable in advance on the first (1st) day of the
          month, shall be paid by Wanderlust to MSI commencing upon the signing
          of this Agreement. In this case, the first payment shall be made as
          operating funds become available but no later than the first break of
          escrow of the first funds to be received by Wanderlust through any
          financing. All subsequent payments shall be made in advance on the
          first (1st) day of the month.


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          The monthly fees shall commence to accrue as of the signing of this
          Agreement. Said monthly fee of six thousand dollars ($6,000) shall
          continue for an additional twenty-four months (24), or shall end upon
          proper termination of this Agreement according to the section below
          titled, "TERM AND TERMINATION".

     E.   If, at any time during the term of this Agreement and for a period of
          three years following the termination of this agreement, that
          Wanderlust merges with, acquires assets or any other property, or
          obtains any other financing from any of the entities, affiliations or
          persons MSI, its employees or former employees, agents,
          representatives advisors, or consultants introduces to Wanderlust,
          Wanderlust will pay a finder's fee in cash equal to:

          1.   Four percent (4%) of the amount up to and including one million 
               dollars.
     
          2.   Three percent (3%) of the amount above one million dollars but
               less than two million.

          3.   Two percent (2%) of the amount above two million dollars.

          of the total gross proceeds of such transaction. If required by
          applicable law, or at the election of MSI, the finder's fee will be
          deemed to have been earned by and be paid to a placement agent
          selected exclusively by MSI. Two entities are excluded from this
          arrangement. Charles Lewis, Zytel and any affiliated companies; Mark
          Lerner, Morgen Evan and any affiliated companies.

     F.   Wanderlust hereby irrevocably agrees not to circumvent, avoid, bypass,
          or obviate, directly or indirectly, the intent of this Agreement, to
          avoid payment of fees in any transaction with any corporation,
          partnership or individual, introduced by MSI to Wanderlust, in
          connection with any project, any loans or collateral, or other
          transaction involving any products, transfers or services, or
          addition, renewal extension, rollover, amendment, renegotiations, new
          contracts, parallel contracts/agreements, or third party assignments
          thereof.

     G.   Wanderlust shall keep MSI up to date and apprised of all business
          market and legal developments related to the company and its
          operations and management. Accordingly, Wanderlust shall provide MSI
          with copies of all amendments, revisions and changes to its business
          and marketing plans, bylaws, articles of incorporation private
          placement memoranda, key contracts, employment and consulting
          agreements and other operational agreements. Wanderlust shall promptly
          notify MSI of the threat or filing of any suit, arbitration or
          administrative action, injunction, lien, claim or complaint and
          promptly forward a copy of all related documentation directly to MSI
          or at MSI's option to MSI's counsel. Wanderlust shall promptly notify
          MSI of all new contracts, agreements, joint ventures or filing with
          any state, federal or local administrative agency, including without
          limitation the SEC, NASD or any state agency, and shall provide all
          related documents, including copies of the exact documents filed, to
          MSI, including, without limitation, all annual reports, quarterly
          reports and notices of change of events, and registration statements
          filed with the SEC and any state agency, directly to MSI. Wanderlust
          shall also provide directly to MSI current financial statements,
          including balance sheets, check registers, check stubs, income
          statements, cash flows and all other documents provided or generated
          by Company in the normal course of its business and requested by MSI
          from time to time. MSI shall keep all documents and information
          confidential as described in the section below titled, "CONFIDENTIAL
          DATA".

VI.  REPRESENTATIONS, WARRANTIES AND COVENANTS

     A.   The execution, delivery and performance of this Agreement, in the time
          and manner herein specified, will not conflict with, result in a
          breach of, or constitute a default under any existing agreement,
          indenture, or other instrument to which either Wanderlust or MSI is a
          party or by which either entity may be bound or affected.

     B.   Both Wanderlust and MSI have full legal authority to enter into this
          Agreement and to perform the same in the time and manner contemplated.

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      C.    This Agreement has been submitted to, ratified and approved by the
            respective Board of Directors of Wanderlust and MSI and the
            individuals whose signatures appear below are authorized to sign
            this Agreement on behalf of their respective corporations. 

      D.    Wanderlust will cooperate with MSI, and will promptly provide MSI 
            with all pertinent materials and requested information in order for 
            MSI to perform its Services pursuant to this Agreement.

      E.    When issued, the Shares of Wanderlust's Common Stock shall be duly 
            and validly issued, fully paid and non-assessable.

      F.    Wanderlust acknowledges and understands that MSI is neither a 
            broker/dealer nor a Registered Investment Advisor and Wanderlust 
            may be required to pay additional underwriting fees in connection 
            with any offerings, underwritings or financings to the appropriate 
            underwriter and/or funding entity in addition to any fees paid to 
            MSI.

      G.    Wanderlust hereby agrees to enter into an escrow agreement with an 
            escrow agent suitable to both MSI as well as Wanderlust (the 
            "Escrow Agent"), and agrees to abide by the terms of an escrow 
            agreement set forth by the Escrow Agent and MSI.

      H.    Wanderlust also agrees to enter into such additional agreements, 
            sign such additional documents and provide such additional 
            certifications and documentation as may be requested by MSI, the 
            Escrow Agent, the Placement Agent, or such other parties related to 
            the obtaining of capital for Wanderlust.

      I.    Until termination of the engagement, Wanderlust will notify MSI 
            promptly of the occurrence of any event, which might materially 
            affect the condition (financial or otherwise), or prospects of 
            Wanderlust.

      J.    Wanderlust and its President & CEO hereby agree that MSI and 
            Wanderlust shall mutually agree upon a Public/Investor Relations 
            Firm which shall perform; an analysis of Wanderlust's business and 
            industry, following with a comprehensive background report that 
            summarizes Wanderlust's corporate and financial profile that shall 
            be distributed to investment professionals and the press. Develop a 
            complete financial public relations program designed to enable 
            Wanderlust to establish all of its business objectives and broaden 
            recognition of Wanderlust in the financial community in the U.S. 
            and abroad; and establish a comprehensive mailing list for 
            Wanderlust, and maintain and update the list as necessary.

      K.    Wanderlust also agrees to provide on a monthly basis, a summary of 
            current shareholders of Company stock, and at such time, as 
            Company's stock is listed and/or trading on a recognized stock 
            exchange, company shall deliver monthly Depository Trust 
            Corporation (DTC) shareholder summary sheets, or other such 
            information as requested by MSI to be delivered to MSI within seven 
            (7) days.

VII.  TERM AND TERMINATION

      A.    In no event shall any termination be effective until the expiration 
            of not less than ninety (90) days after the signing of this 
            agreement.

      B.    This Agreement shall be effective upon its execution and shall 
            remain in effect for two (2) years from the date of the closing on 
            any private placement.

      C.    After ninety (90) days from the date hereof, Wanderlust shall have 
            the right to terminate MSI's engagement hereunder by furnishing MSI 
            with a thirty (30) day advance written notice of such termination. 
            Upon receipt of such written notice, this Agreement will then 
            terminate on the last


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              day of the next full calendar month. Notice of termination must be
              received before the end of the last day of the calendar month in
              order to terminate the agreement on the last day of the next full
              calendar month.

       D.     However, no termination of this Agreement by Wanderlust shall in
              any way affect the right of MSI to receive as a result of the
              Services rendered hereunder:

              1.     reimbursement for billed, accrued and/or unbilled
                     disbursements and expenses which right the parties hereby
                     agree and consent is absolute

              2.     its fees, securities or Warrants on any transactions which
                     result in Wanderlust receiving benefits hereunder

              3.     the full amount of the fees or Warrants upon the closing of
                     a Business Combination between Wanderlust and any Candidate

              4.     MSI's monthly advisory fees through the date of 
                     termination.


VIII.  CONFIDENTIAL DATA

       A.     MSI shall not divulge to others any trade secret or confidential
              information, knowledge, or data concerning or pertaining to the
              business and affairs of Wanderlust, obtained by MSI as a result of
              its engagement hereunder, unless authorized, in writing by
              Wanderlust.

       B.     Wanderlust shall not divulge to others, any trade secret or
              confidential information, knowledge, or data concerning or
              pertaining to the business and affairs of MSI, obtained by
              Wanderlust as a result of its engagement hereunder, unless
              authorized, in writing by MSI.

       C.     MSI shall not be required in the performance of its duties to
              divulge to Wanderlust or any officer, director, agent or employee
              of Wanderlust, any secret or confidential information, knowledge,
              or data concerning any other person, firm or entity (including,
              but not limited to, any such persons, firm or entity which may be
              a competitor or potential competitor of Wanderlust) which MSI may
              have or be able to obtain otherwise than as a result of the
              relationship established by this Agreement.


  IX.  COOPERATION WITH REGISTRATION OF SECURITIES

       Upon request by MSI, Wanderlust will cooperate with, approve, cause its
       counsel to execute and delivery opinions and execute as necessary, and in
       a timely manner, any Registration Statements and documents customarily
       utilized in connection therewith (including any and all amendments
       thereto including post-effective amendments), standby or other
       underwriting or selling agreements, instructions to its transfer agent,
       sales or transfer documentation reasonably requested by MSI that shall be
       necessary or required to implement MSI's or its assignees or investor's
       sale, transfer, pledge or hypothecation of the shares under the 33 Act,
       the securities or "blue sky" laws of the various states or the rules of
       any other governmental or governing body have jurisdiction thereover.


   X.  OTHER MATERIAL TERMS AND CONDITIONS

       A.     BOARD MEMBERS. Wanderlust and its President & CEO hereby agree
              that through 1998 MSI shall be entitled to appoint one (1) member
              of the Board of Directors of Wanderlust and Wanderlust and its
              President & CEO will exercise their best efforts to sponsor such
              an appointment, which shall include casting all necessary votes in
              their control for such appointment. Any such nomination and
              appointment shall be independent of, and not in any way affected
              by MSI's advisory role as otherwise provided herein.

       B.     INDEMNITY. Because MSI will be acting on Wanderlust's behalf, it
              is MSI's practice to receive indemnification. A copy of MSI's
              standard indemnification provisions (the "Indemnification
              Provisions") is attached to this Agreement as Exhibit A and is
              incorporated herein and made a 


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              part hereof. Wanderlust hereby indemnifies MSI according with the
              provisions attached as Exhibit A.

       C.     PROVISIONS. Neither termination nor completion of the assignment
              shall affect the provisions of this Agreement, and the
              Indemnification Provisions, which are incorporated herein, which
              shall remain operative and in full force and effect.

       D.     ADDITIONAL INSTRUMENTS. Each of the parties shall from time to
              time, at the request of others, execute, acknowledge and deliver
              to the other party any and all further instruments that may be
              reasonably required to give full effect and force to the
              provisions of this Agreement.

       E.     ENTIRE AGREEMENT. Each of the parties hereby covenants that this
              Agreement is intended to and does contain and embody herein all of
              the understandings and Agreements, both written and oral, of the
              parties hereby with respect to the subject matter of this
              Agreement, and that there exists no oral agreement or
              understanding expressed or implied liability, whereby the
              absolute, final and unconditional character and nature of this
              Agreement shall be in any way invalidated, empowered or affected.
              There are no representations, warranties or covenants other than
              those set forth herein.

       F.     LAWS OF THE STATE OF CALIFORNIA. This Agreement shall be deemed to
              be made in, governed by and interpreted under and construed in all
              respects in accordance with the laws of the State of California,
              irrespective of the country or place of domicile or residence of
              either party. In the event of controversy arising out of the
              interpretation, construction, performance or breach of this
              Agreement, the parties hereby agree and consent to the
              jurisdiction and venue of the District or County Court of San
              Francisco County, California or the United States District Court
              for the District of California, and further agree and consent that
              personal service or process in any such action or proceeding
              outside of the State of California and San Francisco County shall
              be tantamount to service in person within San Francisco County,
              California and shall confer personal jurisdiction and venue upon
              either of said Courts.

       G.     ASSIGNMENTS. The benefits of the Agreement shall inure to the
              respective successors and assigns of the parties hereto and of the
              indemnified parties hereunder and their successors and assigns and
              representatives, and the obligations and liabilities assumed in
              this Agreement by the parties hereto shall be binding upon their
              respective successors and assigns; provided that the rights and
              obligations of Wanderlust under this Agreement may not be assigned
              or delegated without the prior written consent of MSI, and any
              such purported assignment shall be null and void. Notwithstanding
              the foregoing, MSI may assign or delegate its obligations and
              rights under this Agreement upon five (5) days written notice, to
              other investment banking/business consulting firm of its choice in
              its sole discretion with consent of Company, in Company's sole
              discretion.

       H.     ORIGINALS. This Agreement may be executed in any number of
              counterparts, each of which so executed shall be deemed an
              original and constitute one and the same agreement. Facsimile
              copies with signatures shall be given the same legal effect as an
              original.

       I.     ADDRESSES OF PARTIES. Each party shall at all times keep the other
              informed of its principal place of business if different from that
              stated herein, and shall promptly notify the other of any change,
              giving the address of the new place of business or residence.

       J.     NOTICES. All notices that are required to be or may be sent
              pursuant to the provision of this Agreement shall be sent by
              certified mail, return receipt requested, or by overnight package 


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            delivery service to each of the parties at the address appearing
            herein, and shall count from the date of mailing or the validated
            air bill.

      K.    MODIFICATION AND WAIVER. A modification or waiver of any of the 
            provisions of this Agreement shall be effective only if made in 
            writing and executed with the same formality as this Agreement. 
            The failure of any party to insist upon strict performance of any 
            of the provisions of this Agreement shall not be construed as a 
            waiver of any subsequent default of the same or similar nature or 
            of any other nature.

      L.    INJUNCTIVE RELIEF. solely by virtue of their respective execution 
            of this Agreement and in consideration for the mutual covenants of 
            each other, Wanderlust and MSI hereby agree, consent and 
            acknowledge that, in the event of the failure by Wanderlust to pay 
            the consideration to MSI or in the event of a breach of any other 
            material term, MSI will be without adequate remedy-at-law and shall 
            therefore, be entitled to immediately redress any material breach 
            of this Agreement by temporary or permanent injunctive or mandatory 
            relief obtained in an action or proceeding instituted in the 
            District or County Court of San Francisco County, State of 
            California or the United States District Court for the District of 
            California, without the necessity of proving damages and without 
            prejudice to any other remedies which MSI may have at law or in 
            equity. For the purposes of this Agreement Wanderlust hereby agrees 
            and consents that upon a material breach of this Agreement as 
            aforesaid, in addition to any other legal and/or equitable remedies 
            MSI may present a conformed copy of this Agreement to the aforesaid 
            courts and shall thereby be able to obtain a permanent injunction 
            enforcing this Agreement or barring enjoining or otherwise 
            prohibiting Wanderlust from circumventing the express written 
            intent of the parties as enumerated in this Agreement.

      M.    ATTORNEY'S FEES. If any arbitration, litigation, action, suit, or 
            other proceeding is instituted to remedy, prevent or obtain relief 
            from a breach of this Agreement, in relation to a breach of this 
            Agreement or pertaining to a declaration of rights under this 
            Agreement, the prevailing party will recover all such party's 
            attorneys' fees incurred in each and every such action, suit or 
            other proceeding, including any and all appeals or petitions 
            therefrom. As used in this Agreement, attorney's fees will be 
            deemed to be the full and actual cost of any legal services 
            actually performed in connection with the matters involved, 
            including those related to any appeal or the enforcement of any 
            judgment calculated on the basis of the usual fee charged by 
            attorneys performing such services, and will be not limited to 
            "reasonable attorneys' fees" as defined in any statute or rule of 
            court.

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If you are in agreement with the foregoing, please execute and return one copy
of this letter to the undersigned. Thank you. We look forward to working with
you.

Very truly yours,                      APPROVED AND AGREED:

MACKENZIE SHEA, INC.                   WANDERLUST INTERACTIVE, INC.
44 Montgomery Street,                  Wanderlust & Adrenaline Entertainment
Suite 2405,                            5301 Beethoven Street
San Francisco, CA 94104                Suite 155
                                       Los Angeles, CA 90066

/s/ ROBERT W. KENDRICK                 /s/ JAY SMITH                         
-----------------------------          --------------------------------------
By: Robert W. Kendrick                 By: Jay Smith
Its President                          Its President


10/1/97                                10/3/97
-----------------------------          --------------------------------------
Date of execution                      Date of execution

Attachments:      Exhibit A   Indemnification Agreement:

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                              MACKENZIE SHEA, INC.
                        44 MONTGOMERY STREET, 24TH FLOOR
                            SAN FRANCISCO, CA 94104

                                  AMENDMENT A
                                       TO
                              AGREEMENT TO ENGAGE
              MACKENZIE SHEA, INC. ("MSI") AS BUSINESS CONSULTANTS
                FOR WANDERLUST INTERACTIVE, INC. ("WANDERLUST")

This agreement shall serve as Amendment A to the "Agreement to Engage Mackenzie 
Shea, Inc. ("MSI") as Business consultants for Wanderlust Interactive, Inc. 
("Wanderlust") [the "Agreement to Engage"] dated 10/1/97. This Amendment shall 
be attached to the original "Agreement to Engage" as "Amendment A".

This Amendment A shall only amend Section V, Paragraphs C and D of the original 
"Agreement to Engage". No other terms or conditions of the original "Agreement 
to Engage" shall be altered or changed in any way as a result of this Amendment.

V.   COMPENSATION

     C.   In addition to the Engagement Stock outlined in the "Agreement to 
          Engage", an additional three hundred and fifty thousand (350,000) 
          Warrants to purchase three hundred and fifty thousand (350,000) 
          common shares of Wanderlust at a price of sixty two and one half 
          cents ($0.625) per share shall be issued immediately upon the signing 
          of this Amendment A. Said Warrants shall be delivered immediately to 
          the offices of MSI's counsel, Boyd & Chang, LLP.

     D.   For market positioning, strategic planning and other business 
          consulting work to be accomplished, the current monthly fee of six 
          thousand dollars ($6,000) shall be changed to ten thousand dollars 
          ($10,000) per month, commencing July 1, 1998. Effective on July 10, 
          1998, MSI shall also be entitled to a one-time payment of $12,000.

          i)   Said monthly fee of ten thousand dollars ($10,000) shall 
               continue as defined in the section of the original "Agreement to 
               Engage" titled, "TERM AND TERMINATION".

          ii)  At MSI's sole discretion, MSI may convert the fees due it to 
               equity securities at prevailing market price as of the day of 
               conversion.

               (1)  The resulting securities shall be restricted shares and MSI 
                    shall have "Piggyback Registration Rights" to register the 
                    shares as part of any registration filing by Wanderlust.


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<PAGE>   11
If you are in agreement with the foregoing, please execute and return one copy 
of this letter to the undersigned. Thank you. We are very pleased to continue 
our relationship with you.

Very truly yours,                       APPROVED AND AGREED

MACKENZIE SHEA, INC.                    WANDERLUST INTERACTIVE, INC.
44 Montgomery Street,                   Wanderlust and Adrenalin Entertainment
Suite 2405,                             5301 Beethoven Street,
San Francisco, CA 94104                 Los Angeles, CA 90066


/s/ ROBERT W. KENDRICK                  /s/ JAY SMITH, III                
-------------------------               ---------------------------
By Robert W. Kendrick                   By Jay Smith, III
Its President                           Its President


7/10/98                                 7/10/98
-------------------------               ---------------------------
Date of execution                       Date of execution



Amendment - Wanderlust Interactive, Inc.
4/6/98

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