CONSULTING AGREEMENT


                  AGREEMENT,  made  as of the  2nd day of  March,  1998,  by and
between Odyssey Pictures  Corporation,  a Nevada  corporation having a principal
place of business at 1875 Century Park East, Los Angeles,  California 90067 (the
"Company"),  and  S.F.H.  Associates,  Inc.,  a New  York  corporation  having a
principal  place of business at 49 Woodland  Drive,  Oyster Bay,  New York 11771
("Consultant").

                  WHEREAS,  Consultant  has agreed to assign the  services of 
Ira N. Smith with  respect to the services to be provided hereunder; and

                  WHEREAS,  the  Company  desires  to  retain  the  services  of
Consultant  for a  specified  period of time,  and  Consultant  desires to be so
retained, on the terms and conditions hereinafter set forth.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants set forth herein, the parties hereto agree as follows:

                  1. For a term  commencing  on the date  hereof and  continuing
through  December  31,  1999 (the  "Term"),  the  Company  agrees to retain  the
services of Consultant to provide such consulting  services as shall be mutually
agreed to from time to time by  Consultant  and the Company  with respect to the
financial,  business and legal aspects of the Company's business. In particular,
Consultant  shall be available to advise and consult with the Company  regarding
short-term  and long-term  financing  needs for the  Company's  business and the
Company's  preparation of business plans and strategies in connection therewith.
Consultant  shall  also be  available  to  consult  with the  Company  regarding
existing litigation of the Company.

                  2. Consultant shall make its services available to the Company
for up to a maximum of 15 hours per week, and nothing  contained herein shall be
deemed to relieve the Company from its obligations to make all required payments
to  Consultant or to discharge  its other  obligations  hereunder if the Company
shall fail or refuse, for any reason  whatsoever,  to require or avail itself of
the consulting  services made available  herein by Consultant.  Consultant shall
not be  required  to  render  any  consulting  services  to the  Company  unless
specifically  requested  to do so in  accordance  with  the  terms  hereof,  and
Consultant  shall be deemed to have fully  discharged its obligations  hereunder
after  devoting  such 15 hours per week or such lesser time as shall be required
or  requested  by the  Company  if such be the  case.  Consultant  shall  not be
required to render any written  reports in  connection  with the  services to be
performed hereunder.  If the Company shall conduct itself in accordance with the
advice and  counsel  of  Consultant  it shall do so at its own risk.  Consultant
shall  make its  services  available  in New York  City if  required  to meet in
person, or otherwise by telephone or other  electronically  transmitted means at
its  reasonable  convenience.  In the event  Consultant's  services are required
outside  of the New  York  metropolitan  area,  Consultant  shall  provide  such
services as its schedule  reasonably  permits.  All travel and related  expenses
shall be advanced to Consultant.

                  3. The Company shall make available to Consultant all relevant
books, records,  reports,  information,  assistance and facilities as Consultant
may request in the performance of its services hereunder,  all at the expense of
the Company and at the times and places as shall be  mutually  agreeable  to the
parties.  Consultant is further authorized to incur reasonable  expenses for the
discharge of  Consultant's  duties  hereunder  and the Company  shall  reimburse
Consultant for such expenses  promptly upon  presentation of an itemized account
of such expenditures.  In addition,  the Company shall continue to pay the lease
payments  on its  existing  lease for a 1996 BMW  automobile,  Registration  No.
WBAGJ8325VDM00222,  at the rate of $950 per month,  expiring  on  September  30,
1999.

                  4. With respect to the services to be performed by  Consultant
hereunder,  Consultant  agrees to provide the  services of Ira N. Smith,  former
President and Co-Chairman in the Office of the Chairman of the Company ("Smith")
in  connection  with  the  discharge  of  Consultant's  obligations  under  this
Agreement.


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                  5. For all  services to be provided by  Consultant  hereunder,
the Company  shall pay to Consultant  the aggregate sum of $160,000,  payable at
the rate of $8,000 per month, without  withholding,  commencing May 15, 1998 and
continuing  on the  fifteenth  day of  each of the  next  succeeding  19  months
thereafter.  The Company shall be obligated to continue  making such payments to
Consultant  notwithstanding the death or disability of Smith prior to the end of
the Term  hereof.  In the event of a default by the Company  with respect to any
payment  due  hereunder,  which  default  continues  for a period of thirty days
thereafter,  then in  addition to any other  rights and  remedies  available  to
Consultant,  the consulting fees payable  hereunder shall increase to the sum of
$16,000 per month from the date of such  default and the term of this  agreement
shall be extended for an  additional  twelve month period  through  December 31,
2000.

                  6.  At all  times  during  the  Term  of  this  Agreement  the
relationship  between  Consultant  and the Company  shall be one of  independent
contractor  and not one of employer and  employee.  Neither  Consultant  nor its
employees  shall have  authority  to bind the Company  unless such  authority is
specifically granted by the Chief Executive Officer or by the Board of Directors
of the Company from time to time.

                  7. Consultant acknowledges that the services to be rendered by
it under this  Agreement  are  special  and  unique,  and that by reason of such
services it will acquire confidential  information and trade secrets relating to
the Company.  Consultant agrees that all information relating to the business of
the Company which is of a secret or confidential nature, including the Company's
data bases,  proprietary  programs,  contractual terms,  financial  information,
administrative  procedures,  negotiations  with  third  parties  and  strategic,
financial  and  business  plans,  is and shall  remain the sole  property of the
Company, and that Consultant shall not, either during the Term of this Agreement
or  thereafter,  disclose  or use for its  benefit  or for the  benefit of third
parties,  any  such  information  so  long as it is  secret  and  non-public  or
otherwise  not in the public  domain,  without the knowledge and approval of the
Company's Board of Directors.

                  8.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the State of New York  applicable to contracts made
and to be entirely performed in such State.

                  9. In the event that any term or condition  of this  Agreement
shall for any reason be held by a court of competent jurisdiction to be invalid,
illegal  or  unenforceable  in  any  respect,  such  invalidity,  illegality  or
unenforceability shall not effect any other term or condition of this Agreement,
and  this  Agreement  shall  be  construed  as  if  such  invalid,   illegal  or
unenforceable term or condition had never been contained herein.

                  10. Any  modification  or amendment to this  Agreement will be
effective only if in writing and signed by the parties hereto.

                  If this  agreement  accurately  sets forth our  understanding,
please indicate your approval by signing in the space provided below.


                                            Odyssey Pictures Corporation


                                            By: /s/ Johan Schotte
                                            -----------------------
                                            Johan Schotte, CEO                 


ACCEPTED AND AGREED:
S.F.H. Associates, Inc.


By: /s/ S.F.H. Associates, Inc                   
------------------------------
Chairman




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