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                                                                    Exhibit 10.5

                                 AMENDMENT NO. 1
                             TO CONSULTING AGREEMENT

         The undersigned parties to that certain Consulting Agreement dated on
or about May 6, 2000 (the "Agreement"), agree to amend the Agreement as set
forth in this Amendment No. 1 to Consulting Agreement (the "Amendment").

1.       AMENDMENTS TO AGREEMENT.

         1.1 NO RIGHT IN CONSULTANT TO TERMINATE. Section 4(a) is deleted in its
entirety.

         1.2 ADDITIONAL COMPENSATION. As consideration for the deletion of the
Consultant's right to terminate the Agreement as set forth in Section 1.1 of
this Amendment, the Consultant shall receive as additional compensation a
warrant in the form attached as EXHIBIT A (the "Warrant") to purchase an
additional 3,370,762 shares of the common stock of the Company (the "Additional
Shares") at the per share price of $.25. The Warrant and, if exercised, any
Additional Shares purchased pursuant to the Warrant, are in addition to the
@Visory Portion described in the Agreement.

         1.3 RIGHT TO REPURCHASE WARRANT AND ADDITIONAL SHARES. The Company
shall have the right (the "Repurchase Right"), but no obligation, to repurchase
from the Consultant (and/or its transferees) the Warrant and, if the Warrant is
exercised, any Additional Shares purchased pursuant to the Warrant, for a
repurchase price equal to $.01 per (a) share subject to the Warrant, or (b)
Additional Share (the "Repurchase Price"). The Repurchase Right shall be
exercised as follows:

                  1.3.1 The Repurchase Price shall be payable in cash or other
immediately available U.S. funds.

                  1.3.2 The Company shall exercise the Repurchase Right, at its
option, by delivering written notice (the "Repurchase Notice") to the holder(s)
of the Warrant and/or any Additional Shares (the "Holder"). The Repurchase
Notice shall specify a date (not later than 30 days after the date of the
Repurchase Notice) and place for the closing of the repurchase transaction. The
Company shall be entitled to receive customary representations and warranties
from the Holder (including representations and warranties regarding title held
free and clear of all encumbrances).

                  1.3.3 Unless sooner exercised, the Company's Repurchase Right
shall expire and terminate automatically upon the effective date of any
transaction or series of transactions which results (a) in the sale of all or
substantially all of the Company's assets, or (b) in persons or entities which
were not, immediately prior to such


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transactions or series of transactions, the beneficial owners of at least 50% of
the voting power of the Company owning, directly or indirectly, beneficial
ownership of more than 50% of such voting power (if the Company is the survivor
of such transactions(s)) or more than 50% of the voting power of the surviving
entity (if the Company is not the survivor of such transaction(s)).

2.       DEFINED TERMS.

         Terms that appear in this Amendment with their initial letters
capitalized and are not otherwise defined shall have the meanings assigned them
in the Agreement unless the context expressly requires otherwise.

3.       NO OTHER AMENDMENTS.

         Except as expressly set forth in this Amendment, the terms and
conditions of the Agreement remain in full force and effect.

4.       COUNTERPARTS.

         This Amendment may be executed in counterparts, each of which shall
constitute an original document, and both of which together shall constitute the
same document.

5.       DATE OF AMENDMENT.

         This Amendment shall be dated and effective as of __________________,
2000.

                                       COMPANY:

                                       COPYRIGHT CONTROL SERVICES, INC.

                                       By:
                                           -------------------------------------
                                           David Powell, Chief Executive Officer

                                       CONSULTANT:

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                                       @VISORY, LLC

                                       By:
                                           -------------------------------------
                                           Paul Bandrowski, Manager