EXHIBIT 10.1

               Consulting Agreement<PAGE>


               CONSULTING AGREEMENT

     This Agreement is made as of the 14th day of January, 1997, by and
between Digital Ad Media, Inc., a Florida corporation ("Consultant"), and
Definition, Ltd., a Nevada corporation (the "Company").

     WHEREAS, Consultant possesses experience in the field of
     communications technologies and technologies with
     applications to the Internet; 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 services with respect to communications technologies
          and technologies with applications to the Internet.  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.   Rendering advice and performing services relating to
               the establishment of T-1 telephone lines on behalf of
               the Company and its subsidiary, Interactive Systems,
               Inc. ("ISI"), which telephone lines are to be utilized
               by the Company and ISI in their Internet-related
               activities.

          B.   Rendering advice and performing services relating to
               the development and operation of the Company's and
               ISI's Internet television broadcasting protocol.

          C.   Rendering advice and performing services relating to
               the establishment of one or more business
               relationships with Internet service providers on behalf
               of the Company and ISI, both in the United States and
               overseas.

          D.   Rendering advice and performing services relating to
               the establishment of other business relationships with
               North American firms necessary for the Company and
               ISI to exploit their products.

               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 for a period of one (1)
          year.

          In addition to the fee payable hereunder, Consultant may,
          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.  Any such reimbursement shall only be for such
          costs as are pre-approved by the Company in writing.

     4.   In consideration of the services to be performed by
          Consultant, the Company agrees to pay the sum of $80,000,
          payable by issuance to Consultant of 200,000 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:

          Digital Ad Media, Inc.
          12875 Barrow Road
          North Palm Beach, Florida 33408

     and to the Company at:

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

     with a copy to:

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

     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.
                                     (a Nevada corporation)


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

                                     DIGITAL AD MEDIA, INC.
                                     (a Florida corporation)
                                     By:       /s/ Terri Elaqua                 
                                               Terri Elaqua
                                               President