EXHIBIT 10.44


DATED                                                                       2002

            (1)   IGNITION ENTERTAINMENT LIMITED

            (2)   MONTPELIER (SEARCH & SELECTION) LIMITED




            --------------------------------------------------------
                              CONSULTANCY AGREEMENT
            --------------------------------------------------------

                                     BLACKS
                                   Solicitors
                                  Hanover House
                                22 Clarendon Road
                                      Leeds
                                     LS2 9NZ

                                Re: DCA/HUS 128/2
                                Tel: 0113 2070000
                               Fax: 0113 242 1703
                           e-mail: dca @lawblacks.com





<PAGE>



THIS AGREEMENT is made the       day of          2002

BETWEEN:

(1)  "the Company"    :        IGNITION  ENTERTAINMENT  LIMITED whose registered
                               office is situated at Hanover House, 22 Clarendon
                               Road, Leeds, LS2 9NZ.

(2)  "the Consultant" :        MONTPELIER  (SEARCH & SELECTION) LIMITED (Company
                               No. 3976684) whose registered  office is situated
                               at 27 Montpelier Street, London, SW7 1HF


WHEREAS:

A.    The Consultant has certain skills and abilities which may be useful to the
      Company from time to time

B.    The Consultant is willing to provide  consultancy  services to the Company
      as set out below via its nominated agents from time to time.

IT IS AGREED as follows:


1.    Consultancy Services
      --------------------

      The Company engages the Consultant to provide consultancy  services to the
      company  relating to BUSINESS  DEVELOPMENT  AND  FINANCIAL  ADVICE and the
      Consultant  agrees to provide such services upon the terms and  conditions
      set out below

2.    Duration
      --------

      This  Agreement  shall  commence on 1ST JUNE 2002 and shall continue until
      terminate  by  either  party  giving  to the  other not less than 3 months
      notice.

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<PAGE>

3.    Consultant's Services
      ---------------------

      3.1.  The Consultant is retained on a  non-exclusive  basis to provide the
            independent advisory and consulting services  hereinbefore  referred
            to the  Company via no less than 3  Representatives  at any one time
            each week at such times and at such locations as the Company and the
            Consultant  shall agree from time to time

      3.2.  The Consultant  shall procure that the  Representatives  provide its
            services with all  reasonable  care and skill and to the best of its
            ability

4.    Fees
      ----

      4.1.  The Company shall pay to the Consultant an annual Consultancy Fee of
            (pound)179,850   payable  in  12  monthly  installments  in  arrears
            TOGETHER WITH A SIGNING ON FEE OF (pound)29,975.

      4.2.  All fees payable hereunder are exclusive of Valued Added Tax

5.    Confidential Information
      ------------------------

      5.1.  The Consultant agrees to treat as secret and confidential and not at
            any time for any reason to disclose or permit to be disclosed to any
            person  or  otherwise  make use of or  permit  to be made use of any
            unpublished   information  relating  to  the  Company's  technology,
            know-how,  products,  business  plans,  finances or any  information
            relating  to a  subsidiary,  suppliers,  customers  or client of the
            Company where the information was received during the period of this
            Agreement

      5.2.  Upon   termination  of  this  Agreement  for  whatever   reason  the
            Consultant  shall  deliver up to the  Company  all  working  papers,


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<PAGE>

            computer discs and tapes or other  materials and copies  provided to
            or  prepared  by him  pursuant  either to this  Agreement  or to any
            previous obligation

6.    Status and Tax Liabilities
      --------------------------

      The parties declare that it is their  intention that the Consultant  shall
      have the status of a  self-employed  adviser  and shall not be entitled to
      any  pension,  bonus or other  fringe  benefit  from the Company and it is
      agreed  that  the  Consultant  shall be  responsible  for all  income  tax
      liabilities and National Insurance or similar  contributions in respect of
      its fees and the  Consultant  agrees to indemnify the Company  against all
      demands for any income tax,  penalties  and  interest  made  against it in
      respect of the  Consultant's  services  hereunder and against its costs in
      dealing with such demands

7.    Entire Agreement
      ----------------

      This Agreement sets out the entire agreement of the parties and supersedes
      all prior  agreements  and  understandings  relating to its subject matter


SIGNED on behalf )

of the Company                )


SIGNED by the                 )     /S/
                                    --------------------------------------

Consultant                    )     [/S/ D. J. GITTINS]
                                    --------------------------------------
                                    /S/ DIRECTOR
                                    --------------------------------------
                                    /S/ MONTPELIER SEARCH & SELECTION LTD.
                                    --------------------------------------



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