EXHIBIT 10.1

             Consulting and Legal Services Agreement<PAGE>


             CONSULTING AND LEGAL SERVICES AGREEMENT

     This Agreement is made as of the 19th day of December, 1996, by and between
Newlan & Newlan, Attorneys at Law, a Texas general partnership consisting of
L. A. Newlan, Jr. and Eric Newlan ("Consultant"), and Definition, Ltd., a 
Nevada corporation (the "Company").

     WHEREAS, Consultant possesses experience in the field of international 
and domestic financing, domestic and international taxation, secondary 
securities trading,  business acquisitions and dispositions and matters of 
general and special law; and 

     WHEREAS, the Company is a publicly-held company and files periodic 
reports pursuant to the requirements of the Securities Exchange Act of 1934;
and 
    
     WHEREAS, the Company desires advice and guidance relating to the areas of 
expertise of Consultant, as aforesaid; and

     WHEREAS, the Company desires to hire Consultant and Consultant is willing 
to accept the Company as a client.

     NOW THEREFORE, in consideration of the mutual covenants herein contained, 
it is agreed:

     1.   The Company hereby engages Consultant to render advice and counsel 
with respect to law, corporate organization, corporate finance, business 
opportunities and taxation.  Consultant hereby accepts such engagement and 
agrees to render such advice throughout the term of this Agreement.

     2.   The services to be rendered by Consultant hereunder shall consist 
          of the following:

          A.   Giving advice and counsel on legal compliance by the Company with
               all securities laws and regulations and communications laws and 
               regulations applicable to its business, state, federal and 
               foreign;

          B.   Giving advice and counsel on legality of corporate business 
               transactions, contracts, including drafting and, at the Company's
               request, negotiation of contracts;

          C.   Giving advice and counsel on business strategies, corporate 
               finance, secondary trading in the Company's securities, advice
               and, at the Company's request, assistance in negotiation and 
               evaluation of mergers, consolidations and acquisitions, 
               spin-offs, split-ups and other dispositions and 
               recapitalizations;

          D.   Giving advice and counsel on matters of income taxation, domestic
               and international, and matters relating to import and export 
               laws and regulations; and

          E.   Giving advice and counsel in matters relating to protection and 
               preservation of assets of the Company, including, without 
               limitation, engaging in litigation in courts in which 
               Consultant is, or reasonably can be, admitted to practice, 
               and supervising litigation in places where Consultant is not 
               so admitted and cannot reasonably gain admission to practice.

     Anything contained herein to the contrary notwithstanding, Consultant shall
not render services hereunder in connection with the offer or sale of securities
in a capital-raising transaction, in keeping with the proscription thereof 
contained in Section A of the General Instructions as to the use of Form S-8 
promulgated by the Securities and Exchange Commission. 
          
     3.   The term of this Agreement shall commence upon execution of this 
Agreement and shall continue until Consultant has rendered services equal in
value to the dollar amount of compensation payable to Consultant in paragraph
4 below, determined at the Consultant's hourly rate of charge for 
professional services, i.e., $200 per hour for L. A. Newlan, Jr.'s time, 
$150 per hour for Eric Newlan's time.  Consultant shall render monthly a 
report to the Company the time expended by Consultant in performance of its 
obligations hereunder.

          In addition to the fee payable hereunder, Consultant shall, from time 
to time during the term of this Agreement, be reimbursed for costs paid and 
incurred by Consultant on behalf of the Company for travel, per diem, 
lodging, long distance communications, courier services, photocopying and 
printing.  Reimbursement is to be made on receipt of invoice by the Company.

     4.   In consideration of the services to be performed by Consultant, the 
Company agrees to pay the sum of $40,000, payable by issuance to Consultant 
of 100,000 shares of the Company's $.001 par value Common Stock, at $.40 per
share.

     5.   The Company represents and warrants to Consultant that:

          A.   The Company will cooperate fully and timely with Consultant to 
               enable Consultant to perform its obligations hereunder.

          B.   The execution and performance of this Agreement by the Company 
               has been duly authorized by the Board of Directors of the 
               Company.

          C.   The performance by the Company of this Agreement will not 
               violate any applicable court decree, law or regulation, nor 
               will it violate any provisions of the organizational documents
               of the Company or any contractual obligation by which the 
               Company may be bound.

     6.   Until such time as the same may become publicly known, the parties
agree that any information provided to either of them by the other of a 
confidential nature will not be revealed or disclosed to any person or 
entity, except in the performance of this Agreement, and upon completion of 
Consultant's services and upon the written request of the Company, any 
original  documentation provided by the Company will be returned to it.  
Consultant will not directly or indirectly buy or sell the securities of the
Company at any time when it is privy to non-public information.

     7.   All notices hereunder shall be in writing and addressed to the party 
at the address herein set forth, or at such other address as to which notice
pursuant to this section may be given, and shall be given by personal 
delivery, by certified mail (return receipt requested), Express Mail or by 
national or international overnight courier.  Notices will be deemed given upon
the earlier of actual receipt of three (3) business days after being mailed or 
delivered to such courier service.

          Notices shall be addressed to Consultant at:

               Newlan & Newlan, Attorneys at Law
               5525 North MacArthur Boulevard
               Suite 670
               Irving Texas 75038

          and to the Company at:

               Definition, Ltd.
               1334 South Killian Drive
               Lake Park, Florida 33403

     8.   Consultant consents to the placement of the following legend, or a 
legend similar thereto, on the certificates representing the shares of Common 
Stock issued hereunder:

     These securities have been issued in reliance upon the exemption from
     registration afforded by Section 4(2) of the Securities Act of 1933, as
     amended, and may not be transferred without an opinion of counsel
     satisfactory to the corporation to the effect that any such proposed
     transfer is in accordance with all applicable laws, rules and
     regulations.

     9.   Miscellaneous.

          A.   In the event of a dispute between the parties, both Consultant 
          and the Company agree to settle said dispute through the American 
          Arbitration Association (the "Association") at the Association's 
          Dallas, Texas, offices, in accordance with the then-current rules 
          of the Association; the award given by the arbitrators shall be 
          binding and a judgment can be obtained on any such award in any court 
          of competent jurisdiction.  It is expressly agreed that the 
          arbitrators, as part of their award, can award attorneys fees to 
          the prevailing party.

          B.   This Agreement is not assignable in whole or in any part, and 
          shall be binding upon the parties, their heirs, representatives, 
          successors or assigns.

          C.   This Agreement may be executed in multiple counterparts which 
          shall be deemed an original.  It shall not be necessary that each 
          party execute each counterpart, or that any one counterpart be 
          executed by more than one party, if each party executes at least 
          one counterpart.


          D.   This Agreement shall be governed by, and construed in accordance
          with, the laws of the State of Texas.


                              DEFINITION, LTD.



                              By:  /s/ Gerald L. Beeson   
                                   Gerald L. Beeson
                                   Chief Executive Officer

                              NEWLAN & NEWLAN
                              (a Texas general partnership)



                              By:  /s/ L.A. Newlan, Jr.    
                                   L. A. Newlan, Jr.
                                   Partner