CONSULTING AGREEMENT

THIS  AGREEMENT  is  entered  into July 27,  2001 by and  between  International
Synergy Holding  Company,  Ltd, Inc. a corporation  organized and existing under
the laws of the State of Nevada having its principal  place of business at 31847
Broad Beach Road,  Malibu,  CA,  90265  ("Company")  and Joy W.  Kimbell of 4108
Office Parkway, Suite 320, Dallas, TX, 75204

                                   WITNESSETH:

         In  consideration  of the  premises  and mutual  covenants  hereinafter
contained, the parties hereto agree as follows:

1.   THE SERVICES

     The Consultant  has assured the company that they have the required  skills
     as listed  below that will allow the  Consultant  to provide  the  services
     required:

a.   Assisting the company in the acquisition of motion picture properties.

b.   Assisting  the company in  strategic  planning in the area of securing  the
     development  of  broadcasting  interests  including  a possible  television
     subsidiary.

c.   The  consultant  will  assist the  company  in  arranging  agreements  with
     financing partners..


2.   WORK FOR HIRE

a.   It is the  intention  of the  parties  hereto  that all  rights,  including
     without limitation copyright in any reports, surveys, marketing promotional
     and collateral  materials prepared by the Consultant  pursuant to the terms
     of this Agreement,  or otherwise for Company  (hereinafter "the Work") vest
     in Company.  The parties expressly  acknowledge that the Work was specially
     ordered or  commissioned  by Company,  and  further  agree that it shall be
     considered a "Work Made for Hire" within the meaning of the copyright  laws
     of the  United  States  and that  Company  is  entitled  as  author  to the
     copyright and all other rights  therein,  throughout the world,  including,
     but not  limited to, the right to make such  changes  therein and such uses
     thereof, as it may determine in its sole and absolute discretion.

b.   If, for any reason,  the Work is not  considered a work made for hire under
     the  copyright  law,  then the  Consultant  hereby  grants  and  assigns to
     Company, its successors and assigns, all of its rights, title, and interest
     to the Work, including, but not limited to. The copyright herein throughout
     the  world  (and any  renewal,  extension  or  reversion  copyright  now or
     hereafter provided), and all other rights therein of any nature whatsoever,
     whether now known or hereafter devised,  including,  but not limited to the
     right to make such changes therein,  and such uses thereof,  as Company may
     determine.

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3.   PROPRIETARY INFORMATION

a.   For purposes of this agreement,  "proprietary  information"  shall mean any
     information  relating  to the  business  of  Company or any entity in which
     Company has a  controlling  interest  and shall  include  (but shall not be
     limited to)  information  encompassed in all drawings,  designs,  programs,
     plans,   formulas,   proposals,   marketing  and  sales  plans,   financial
     information,  costs, pricing  information,  customer  information,  and all
     methods,  concepts  or ideas in or  reasonably  related to the  business of
     Company.

b.   Consultant  agrees to regard and preserve as confidential,  all information
     whether  Consultant  has such  information in memory or in writing or other
     physical form. Consultant shall not, without written authority from Company
     to do so,  directly or indirectly,  use  information for the benefit or any
     other  purposes,  nor  disclose  to others.  Either  during the term of its
     engagement hereunder or thereafter, except as required by the conditions of
     consultant's engagement hereunder, any proprietary information.

c.   Consultant shall not disclose any reports, recommendations,  conclusions or
     other  results of the Services or the  existence  or the subject  matter of
     this contract without the prior written consent of Company. In Consultant's
     performance  hereunder,  Consultant shall comply with all legal obligations
     it may now or hereafter have  respecting the  information or other property
     of any other person, firm or corporation.

d.   The  Consultant  expressly  agrees  that the  covenants  set  forth in this
     Paragraph are being given to the Company in connection  with the engagement
     of the  Consultant  by the company,  within the terms stated to the fullest
     extent deemed reasonable and permitted in law and equity. In the event that
     the foregoing  limitations  upon the conduct of the  Consultant  are beyond
     those permitted by law, such limitations,  both as to time and geographical
     area,  shall be,  and be deemed to be,  reduced  in scope and effect to the
     maximum extent permitted by law.

e.   The foregoing  obligations of this Paragraph shall not apply to any part of
     information  that (i) has been disclosed in publicly  available  sources of
     information,  (ii)  is,  through  no  fault  of the  Consultant,  hereafter
     disclosed in publicly available sources of information, (iii) is now in the
     possession of Consultant without any obligation of confidentiality, or (iv)
     has been or is  hereafter  lawfully  disclosed to  Consultant  by any third
     party,  but only to the extent that the use or disclosure  thereof has been
     or is rightfully authorized by that third party.

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4.   INJUNCTIVE RELIEF

     Consultant  acknowledges  that the  injury to  Company  resulting  from any
     violation by it or any of the covenants contained in this agreement will be
     of such a  character  that it cannot  be  adequately  compensated  by money
     damages, and,  accordingly,  Company may, in addition to pursuing its other
     remedies,  obtain an injunction  from any court having  jurisdiction of the
     matter restricting any such violation;  and no bond or other security shall
     be required in connection with such injunction.


5.   FEES

a.   Company  shall  pay  Consultant  a  consulting  fee of  100,000  shares  of
     unrestricted stock. The company will also issue consultant 100,000 warrants
     for common stock exercisable at $.50 per share.

b.   The Consultant shall provide to the Company on the first day of every month
     an outline as to the Services that will be performed that month. Within ten
     (10) days from the end of each and every month,  Consultant will provide to
     Company a statement as to the work that was performed for the prior month.

c.   If in reviewing  the statement  made by the  Consultant to the Company that
     are  required  within ten (10) days  after the close of a  business  month,
     Company  determines  that Consultant is not making  sufficient  progress in
     order to compete  work for which  Consultant  has hired within a reasonable
     time, the Company will give written notice to Consultant.  Consultant shall
     have fifteen (15) days to complete  the work  required and provide  further
     reports to the Company.

6.   BENEFITS

     The Consultant, as an independent contractor,  shall not be entitled to any
     other  benefits  other than the fees  provided  under  Paragraph  5 of this
     Agreement.

7.   DUTY TO REPORT INCOME

     The Consultant acknowledges and agrees that it is an independent contractor
     and  not an  employee  of the  company  and  that it is  Consultant's  sole
     obligation  to report as income  all  compensation  received  from  company
     pursuant to this agreement.  The Consultant further agrees that the Company
     shall  not  be  obligated  to  pay  withholding  taxes,   social  security,
     unemployment taxes, and disability insurance premiums, or similar items, in
     connection  with any payments made to the Consultant  pursuant to the terms
     of this Agreement.

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8.   TERM

     This  Agreement  shall be effective  beginning as of 29 January  2001,  and
     shall  continue  for a period of one year;  provided  however,  that either
     Company or Consultant may terminated  this Agreement in whole or in part at
     any time upon thirty (30) days' written  notice to the other party.  In the
     event of termination or upon expiration of this Agreement, consultant shall
     return to company any and all  equipment,  documents or materials,  and all
     copies made  thereof,  which  Consultant  received  from  Company.  For the
     purposes of this Agreement,  the Company shall pay any amounts  provided in
     Paragraph 5 hereof through the date of such termination or expiration.

9.   INDEMNIFICATION


     The consultant  shall indemnify and save Company  harmless from and against
     all claims  arising in favor of any person,  firm or corporation on account
     of  personal  injury  or  property  damage  in any way  resulting  from the
     improper  or illegal  acts of  consultant,  its  employees  or agents.  The
     foregoing indemnity shall include all costs incurred by Company,  including
     reasonable attorneys' fees.

10.  NOTICES

     All notices and  billings  shall be in writing and sent first class mail to
     the respective  addresses of the parties set forth at the beginning of this
     Agreement  or to such other  address as any party may  designate  by notice
     delivered hereunder to the other party.

11.  GENERAL

a.   The terms and  conditions  of  Paragraphs 3 and 4 hereof shall  survive the
     termination  of this Agreement or completion of the Service as the case may
     be.

b.   Neither the Company nor Consultant  shall assign this Agreement or delegate
     its duties  hereunder and shall not  subcontract  any of the Services to be
     performed  hereunder  without the prior written  consent of the other party
     hereto.

c.   The laws of the State of Nevada shall govern this Agreement.

d.   This Agreement  constitutes the entire understanding between Consultant and
     Company  respecting the Services described herein. The terms and conditions
     of any purchase order shall have no effect upon this Agreement and shall be
     used for accounting purposes only.

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e.   The failure of either  party to exercise  its rights  under this  Agreement
     shall  not be  deemed  to be a waiver  of such  rights  or a waiver  of any
     subsequent breach.

f.   Any delay or  nonperformance  of any provision of this Agreement  caused by
     conditions beyond the reasonable  control of the performing party shall not
     constituted a breach a this Agreement,  provided that the delayed party has
     taken reasonable measures to notify the other of the delay in writing.  The
     delayed party's time for  performance  shall be deemed to be extended for a
     period equal to the duration of the conditions beyond its control.

g.   Company  agrees not to  knowingly  hire or solicit  Consultant's  employees
     during  performance  of this Agreement and for a period for two years after
     termination of the is Agreement without Consultant's written consent.

h.   If a dispute arises under this Agreement, the parties agree to first try to
     resolve  the  dispute  with the help a  mutually  agreed-upon  mediator  in
     Nevada.  Any cost and fees other than  attorney  fees  associated  with the
     mediation  shall be shared  equally by the  parties.  If the dispute is not
     resolved  through  mediation,  the  parties  agree to submit the dispute to
     binding  arbitration in Nevada under the rules of the American  Arbitration
     Association.  Judgement  upon the award  rendered by the  arbitrator may be
     entered in any court with jurisdiction to do so.

i.   If any legal action is necessary to enforce this Agreement,  the prevailing
     party shall be entitled to reasonable attorney fees, costs and expenses.

j.   Completed Agreement: This Agreement together with all exhibits,  appendices
     or other attachments,  which are incorporated  herein by reference,  is the
     sole and entire Agreement  between the parties.  This Agreement  supersedes
     all prior  understandings,  agreements and  documentation  relating to such
     subject matter.

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.


          International Synergy Holding Company, LTD.

           /s/ Kenta Rooks
          ----------------------
          President



          CONSULTANT


          Signature:./s/ Joy W. Kimbell