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                                  EXHIBIT 10.5

                              CONSULTING AGREEMENT


         THIS CONSULTING AGREEMENT ("Agreement") is entered into as of April 10,
1998, by and between ROBERT A. D. WILSON, an individual ("Consultant"), and
WANDERLUST INTERACTIVE, INC., a Delaware corporation (collectively, with its
affiliates, the "Company").


                                    RECITALS

         WHEREAS, Company desires to engage Consultant to perform services on
behalf of Company; and

         WHEREAS, Consultant has the ability and knowledge necessary for the
performance of such services; and

         WHEREAS, Consultant and Company desire, pursuant to the terms of this
Agreement, to set forth the terms and conditions pursuant to which Consultant
will perform consulting services for and on behalf of Company;


                              TERMS AND CONDITIONS

         NOW, THEREFORE, in consideration of the mutual promises contained
herein, and other good and adequate consideration, the receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows:


                                    ARTICLE I
                                SCOPE OF SERVICES

I.1      Consultant agrees to perform for Company general business consulting
         services including, but not limited to, the following:

         I.1.1    Management Compensation and Benefits. Consultant will assist
                  in the analysis and determination of management compensation
                  and benefits.



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         I.1.2    Corporate Public Relations. Consultant will assist Company in
                  its public relations efforts and any and all related matters.



         I.1.3    Strategic Positioning. Consultant will assist in the
                  positioning of Company, as necessary, to prepare for
                  fulfillment of Company's strategic objectives.

         I.1.4    Raising of Capital. Consultant will assist Company in its
                  capital-raising efforts and any and all related matters.

I.2      Company acknowledges as follows:

         I.2.1    No Guarantees. Consultant makes no guarantees, representations
                  or warranties as to the particular results from Consultant's
                  services or the response and timeliness of action by the
                  investment and brokerage community, including but not limited
                  to guarantees, representations or warranties as to future
                  stock price of the Company.

         I.2.2    Administrative Functions Only. Consultant is not a
                  broker/dealer and will not engage in any services requiring
                  registration as such. Consultant's involvement in Company's
                  capital-related transactions is limited to administrative and
                  facilitating functions, but no broker/dealer functions.

         I.2.3    Review Responsibility. Company understands that the accuracy
                  and completeness of documents prepared by Consultant, if any,
                  is dependent upon Company's alertness to assure that such
                  document contains all material facts which might be important
                  and that all such documents must not contain any
                  misrepresentation of a material fact nor omit information
                  necessary to make the statements therein not misleading. To
                  that end, Company agrees to review all materials for their
                  accuracy and completeness prior to any use thereof.


                                   ARTICLE II
                            COMPENSATION FOR SERVICES

II.1     In consideration for entering into this Agreement and performing the
         services described immediately above, Company agrees, in lieu of hourly
         rates, to compensate Consultant by means of Company's issuance to
         Consultant of an aggregate of 25,000 shares of Company's Common Stock,
         which shares shall be deemed to have a fair market value as of the date
         of this Agreement equal to $0.625 per share.




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                                   ARTICLE III
                              TERM OF THE AGREEMENT

III.1    This Agreement shall commence on the date hereof and continue for a
         period of six months thereafter. Notwithstanding the foregoing,
         Consultant may terminate this Agreement immediately upon written notice
         to Company upon the occurrence of any of the following: (a) Company
         becomes insolvent or makes an assignment for the benefit of creditors;
         and/or (b) Company breaches any of the material terms of this
         Agreement.


                                   ARTICLE IV
                                STATUS OF PARTIES

IV.1     Nothing contained in this Agreement shall be construed to imply that
         either Consultant, Company or any employee, agent or other authorized
         representative of either such party is a partner, joint venturer,
         agent, officer or employee of the other party. Neither party hereto
         shall have any authority to bind the other party in any respect
         vis-a-vis any third party, it being intended that each shall remain an
         independent contractor and responsible only for his or its own actions.
         Company and Consultant are independent contractors, each responsible
         for his or its own actions, costs and expenses. Neither Consultant nor
         the Company shall have any right to, and shall not, commit other party
         to any agreement, contract or undertaking or waive or compromise any of
         such other party's rights against customers or other parties. All
         consideration delivered to Consultant hereunder shall constitute
         earnings from self-employment income and Company shall not withhold any
         amounts as federal or state income tax withholding or as employee
         contributions under the Federal Insurance Contribution Act (Social
         Security) or any similar federal or state law applicable to employers
         and employees.


                                    ARTICLE V
                                 CONFIDENTIALITY

V.1      Consultant agrees that he shall not at any time (during or after the
         term of this Agreement) disclose or use, except in pursuit of the
         business of Company with Company's permission, any Proprietary
         Information of Company acquired during the term of this Agreement. For
         purposes of this Agreement the phrase "Proprietary Information" means
         all information which is known or intended to be known only to
         Consultant or employees of Company, any document, record or other
         information of Company or others in a confidential relationship with



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         Company which relates to specific business matters such as patents,
         patent applications, trade secrets, secret processes, proprietary
         know-how, information of Company's business, and identity of suppliers
         or customers or accounting procedures of Company. Consultant agrees not
         to remove from the premises of Company except in the pursuit of
         business of Company any document, record or other information of
         Company. Consultant recognizes that all such documents, records or
         other information, whether developed by Consultant or by someone else
         for the Company are the exclusive property of Company.


                                   ARTICLE VI
                                  MISCELLANEOUS

VI.1     Waiver. No waiver of any breach or default of this Agreement by either
         party shall be considered to be a waiver of any other breach or default
         of this Agreement by such party.

VI.2     Severability. If any portion of this Agreement is found by a court of
         competent jurisdiction to be void or unenforceable, that portion hereof
         shall be deemed to be reformed to the extent necessary to cause such
         portion to be enforceable and the same shall not affect the remainder
         of this Agreement, which shall be given full force and effect without
         regard to the invalid or unenforceable portions.

VI.3     Counterparts. This Agreement may be executed in several counterparts
         and any and all such executed counterparts shall constitute one
         agreement binding upon the parties hereto.

VI.4     Entire Agreement. This Agreement contains the entire understanding
         between the parties hereto and replaces and supersedes all previous
         Agreements between Consultant and Company with respect to the subject
         matter hereof.

VI.5     No Amendment. This Agreement may not be changed, altered, amended, or
         modified, except in a writing, duly executed by each of the parties
         hereto.

VI.6     Assignment. This Agreement may not be assigned or transferred by either
         party hereto without the prior written consent of the other party.

VI.7     Governing Law. This Agreement shall be governed by the laws of the
         State of California without regard to any choice of law provisions
         thereof.



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VI.8     Attorneys' Fees. Should any action be commenced between the parties to
         this Agreement concerning the matters set forth in this Agreement or
         the right and duties of either party in relation thereto, the
         prevailing party in such action shall be entitled, in addition to such
         other relief as may be granted, to a reasonable sum as and for his or
         its attorneys' fees and costs.

VI.9     Arbitration and Venue. Any controversy arising out of or relating to
         this Agreement or any modification or extension thereof, including any
         claim for damages and/or rescission, shall be settled by arbitration in
         Los Angeles County, California, in accordance with the then Commercial
         Arbitration Rules of the American Arbitration Association before one
         arbitrator. The arbitrator sitting in any such controversy shall have
         no power to alter or modify any express provisions of this Agreement or
         to render any award which by its terms effects any such alteration, or
         modification. The parties consent to the jurisdiction of the Superior
         Court of California, and of the United States District Court for the
         Central District of California, for all purposes in connection with
         such arbitration including the entry of judgment on any award. The
         parties consent that any process or notice of motion or other
         application to either of said courts, and any paper in connection with
         such arbitration proceeding, may be served by certified mail or the
         equivalent, return receipt requested, or by personal service or in such
         other manner as may be permissible under the rules of the applicable
         court or arbitration tribunal, provided a reasonable time for
         appearance is allowed. The parties further agree that arbitration
         proceedings must be instituted within one year after the claimed breach
         occurred, and that such failure to institute arbitration proceedings
         within such period shall constitute an absolute bar against the
         institution of any such arbitration proceeding and a waiver of all
         claims. This section shall survive the termination or expiration of
         this Agreement.

VI.10    Facsimile Signature. Any signature on a facsimile copy of this
         Agreement shall be binding and valid as if made on the original copy of
         this Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first written above.



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        "Consultant"                                "Company"

                                            WANDERLUST INTERACTIVE, INC.



 /s/ ROBERT A. D. WILSON                    By: /s/ JAY SMITH, III
----------------------------------             ---------------------------------
    Robert A. D. Wilson                        Jay Smith, III
                                               President and Chief Executive 
                                               Officer



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