Exhibit 10.11

                              CONSULTING AGREEMENT


         This AGREEMENT (hereinafter the "Agreement") dated as of August 14,
1997 by and between Conserver Corporation of America, a corporation organized
under the laws of the State of Delaware and any of its affiliated entities
(hereinafter the "Company") and Star Casinos Limited, a company organized with
limited liability under the laws of Cyprus (hereinafter the "Consultant").

         WHEREAS, subject to stockholder approval, the Company is seeking to
enter into a new line of business in the hotel and casino industry; and

         WHEREAS, the Company has entered or plans to enter into certain
agreements, which remain subject to stockholder approval and other conditions
(collectively, the Agreements") pursuant to which the Company has rights to
invest in and develop a hotel and casino project in Sakhalin Island, the Russian
Federation (the "Sakhalin Project"); and

         WHEREAS, the Company desires to engage the Consultant to provide
consulting and technical services to the Company and its affiliated entities in
connection with advising the Company with respect to its involvement in the
planning, developing, equipping, pre-opening and other operational activities of
the Sakhalin Project and other casinos to be developed in the future by the
Company (each a "Project" and collectively, the "Projects"); and

         WHEREAS, the Consultant is experienced in the planning, developing,
equipping, pre-opening and other operational activities of casino projects.

         NOW, THEREFORE, in consideration of the mutual promises herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.       Advisory and Technical Services.

         Upon the terms and conditions contained herein, Consultant agrees to
         make available the services of David Hartley ("Hartley") to provide at
         all times reasonably requested by the Company, advisory and technical
         consulting services described herein to the Company with respect to the
         Projects, including the Sakhalin Project and other casinos which have
         been identified by the Company for possible future development by the
         Company. The Consultant shall also make available the services of
         Hartley to identify for the Company, other potential casino
         opportunities which the Company may pursue, based upon the Company's
         specific criteria.

2.       The Engagement: Phases of Development and Operation.

         Subject to the terms and conditions hereinafter set forth, the Company
         does hereby engage and retain the Consultant and the Consultant does
         hereby agree to be engaged and retained by the Company, to provide the
         services hereinafter described.

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         The services to be rendered by the Consultant to the Company with
         respect to each Project shall involve two phases, which are defined
         generally as:

         2.1      The preliminary planning, developing, equipping, pre-opening 
                  and other operational activities of the Project 
                  ("Phase I"); and

         2.2      The operations phase for the Project ("Phase II").

3.       Term of Agreement.

         This Agreement shall become effective on the later of (i) October 1,
         1997 and (ii) the date of receipt of stockholder approval for the
         Agreements (the "Commencement Date") and shall terminate two years
         thereafter, subject to extension based upon the mutual agreement of the
         parties hereto.

4.       Phase I - Pre-Opening of the Project.

         During Phase I, which shall commence on the Commencement Date, the
         Consultant shall perform the following consulting and technical
         services for and on behalf of the Company:

         4.1      The Consultant will review the architectural plans and
                  specifications for the Project and will advise and consult
                  with the Company with respect to the Project layout, public
                  space layouts, food and beverage concepts and facilities and
                  other space programs and requirements for the Project.

         4.2      The Consultant will advise the Company in the selection,
                  retention and coordination of a project manager, architects,
                  interior designers, landscape designers and purchasing agents
                  during the construction period and will provide such
                  professionals with advice with respect to casino operations as
                  may be reasonably required. The Consultant will conduct such
                  inspections and reviews from time to time during the
                  construction period.

         4.3      The Consultant will advise the Company of the preparation of
                  staffing requirements, employment time tables and hiring and
                  training guidelines, wages and benefit plans for employees and
                  other programs relating to staffing for the Project employees.

         4.4      The Consultant will advise the Company in the preparation,
                  revision and updating from time to time of the pre-opening
                  operating budget and marketing plan for the Project and its
                  various departments.

         4.5      At an appropriate time prior to the opening, the Consultant
                  will provide advice to the Company with respect to the hiring
                  and retaining of a general manager and such other department
                  heads as may be reasonably required in each case, and
                  thereafter, with the assistance of such department heads, the
                  Consultant

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                  will advise the Company on the engagement of a full staff of
                  employees for the Project.

         4.6      The Consultant will advise the Company in the coordination of
                  the development of the Project operating concepts, the
                  selection and acquisition of gaming equipment and the
                  development of a credit policy and credit collection system.

         4.7      The Consultant will advise the Company in the coordination of
                  securing all licenses necessary to open and operate the
                  Project, including gaming licenses, occupational licenses,
                  liquor licenses, sanitary licenses and the like.

         4.8      The Consultant will advise the Company and the Company will
                  hire and retain sales personnel and establish a sales program
                  for the purpose of marketing the activities and other
                  facilities of the casino, prior to the opening of the Project.

         4.9      The Consultant will advise the Company in the coordination of
                  establishing appropriate accounting, internal financial
                  controls, financial reporting systems, and such other systems
                  and methods of reporting (including those required by
                  applicable law) as may be necessary or appropriate for the
                  Project.

         4.10     The Consultant will assist the Company in the preparation and
                  coordination of pre-opening advertising, public relations and
                  sales budgets and will assist the Company in hiring
                  advertising and public relations firms and coordinate their
                  activities so as to develop a cohesive and coordinated
                  pre-opening program for advertising, public relations and
                  sales of the Project, all subject to the Company's approval.

         4.11     The Consultant shall advise the Company in coordination of the
                  development of operating concepts for the food and beverage
                  facilities, the entertainment lounge and other specialized
                  areas such as uniform and employee areas of the Project.

         4.12     In general, the Consultant will assist the Company in all
                  activities necessary or reasonably required to open the
                  Project for business, to see that the Project is properly
                  staffed and equipped, and to see that there is in place, well
                  in advance of the opening day, a coordinated program for
                  marketing the gaming operations, facilities, and services of
                  the Project.

5.       Phase II - Operation of the Project On and After Opening Date.

         The following provisions shall govern certain of the duties and
         obligations of the Company and the Consultant from and after the date
         when the Project shall open for business to the public (the "Opening
         Date"):


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         5.1      General Duties of Consultant. The Consultant shall provide to
                  and for the benefit of the Company such consulting services as
                  are usually and customarily performed by a consultant for
                  casino operations, and, without limiting the generality of the
                  foregoing, the Consultant is hereby authorized to and shall
                  provide advice, recommendations and counsel to Company
                  regarding the following:

                  5.1.1     Marketing related facilities of the Project.

                  5.1.2     Employment, pay and benefits, supervision, and other
                            policies and procedures applicable to all employees
                            of the Project.

                  5.1.3     Utility services, telephone, security, fire
                            protection services necessary or reasonably required
                            for the operation of the Project.

                  5.1.4     Policies regarding the purchase of (a) food,
                            beverages, operating supplies, and other
                            merchandise; and (b) gaming equipment, reservation
                            systems, security systems, telex equipment, and
                            other mechanical and electronic equipment and
                            systems necessary for the proper operation of the
                            Project.

                  5.1.5     The establishment of necessary accounting systems
                            and internal controls as may be required by
                            applicable gaming laws and regulations and the
                            development of such periodic financial reports and
                            other reports with respect to operations of the
                            Project from time to time as may be specially
                            required hereunder, or consult with the firm of
                            Independent Auditors hired or retained for the
                            Project (the "Auditors") to prepare and file same,
                            and cooperate with and assist the Auditors in so
                            doing.

                  5.1.6     Advise concerning all policies and procedures
                            affecting overall operations of the Project in
                            accordance with first class standards in the
                            industry.

                  5.1.7     Assist the Company in evaluating marketing plans,
                            including the promotion of the Project facilities
                            and the hiring, building and retention of
                            entertainment appropriate for the Project.

                  5.1.8     Advise concerning such other things required to be
                            done in or about the Project as necessary to comply
                            with all statutes, ordinances, laws, rules,
                            regulations, orders and requirements of any
                            governmental body or agency and any appropriate
                            departments, commissions, boards and offices thereof
                            having jurisdiction in the matter respecting the use
                            or operation thereof.

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6.       No Authority to Operate or Manage.

         Consultant is engaged hereunder solely in a consulting and advisory
         capacity. Nothing contained in this Agreement permits or authorizes,
         nor shall anything be construed to permit or to authorize, Consultant,
         without the prior written authorization of the Company, (i) to operate
         or manage any Project or to establish the costs of operating or
         administering the same; (ii) to hire, terminate or determine wages,
         salaries or benefits for any employee or any other person employed to
         work at or about any Project (iii) to establish policies or procedures
         for the operation or management of any Project; (iv) to instruct,
         direct or supervise employees or any other person employed to work at
         or about any Project regarding the operation or management of any
         Project; (v) to bind the Company or to act as an agent of the Company
         with regard to the operation of any Project; or (vi) to take any other
         action that could reasonably be construed as managing or operating any
         Project or that would otherwise violate the purpose and intent of this
         Agreement.

7.       Confidentiality. It is understood that in the course of the
         Consultant's performance under this Agreement with the Company, the
         Consultant has become and will continue to become acquainted with
         Confidential Information (as defined below). The Consultant recognizes
         that Confidential Information has been developed by the Company at
         great expense, is confidential and proprietary to the Company, and is
         and shall remain the exclusive property of the Company. "Confidential
         Information" shall mean all proprietary and other information
         concerning any Project as well as the Company generally and all of its
         lines of business, including but not limited to information concerning
         the Company's customers, vendors and others with whom it transacts
         business, its methods of operation and other trade secrets, its future
         plans and strategies, and any financial information concerning the
         Company or any Project. The Consultant agrees that all Confidential
         Information is the exclusive property of the Company and that
         Consultant will not, and shall not permit any of its officers,
         directors, shareholders, partners, employees, or agents to, remove the
         originals or make copies of any Confidential Information without the
         Company's prior written consent. The Consultant shall not, and shall
         not permit any of its officers, directors, shareholders, partners,
         employees, or agents to, use Confidential Information for any purposes
         other than to carry out such obligations under this Agreement and will
         not divulge Confidential Information to any other person or entity
         during or after the term of this Agreement without the Company's prior
         written consent, unless required by law or judicial or other process.
         The provisions of this Section 7 shall continue to apply to the parties
         after this Agreement is terminated. Upon termination of this Agreement,
         the Consultant shall promptly return to the Company originals or copies
         of any and all materials, documents, notes, manuals or lists containing
         or embodying Confidential Information, or relating directly or
         indirectly to the business of the Company or with respect to any
         Project, in the possession or control of Consultant. Consultant agrees
         that the Company shall be entitled to equitable relief including
         injunction, in the event of any breach of the provisions of this
         Section 7 and Section 12 hereof in addition to any right at law to
         damages. In addition, Consultant hereby acknowledges that it is aware,
         that the United States securities laws prohibit any

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         person who has material, non-public information concerning the matters
         which are the subject of this Agreement and the business of the Company
         from purchasing or selling securities of the Company from communicating
         such information to any other person under circumstances in which it is
         reasonably foreseeable that such person is likely to purchase or sell
         such securities. Consultant consents that it shall not violate, and
         shall not permit any of its officers, directors, shareholders,
         partners, employees or agents to violate, any provision of the
         aforementioned laws or the analogous laws of any State of the United
         States.

8.       Scope of Relationship.

         Nothing contained in this Agreement creates nor shall anything be
         construed to create, an agency relationship, a partnership, joint
         venture or any other association between the Company and Consultant
         with regard to the operation and management of any Project.

9.       Compensation.

         Consultant shall be compensated for services rendered under this
         Agreement in accordance with the following fee schedule:

         9.1.     As of the Commencement Date, Consultant shall be paid a fee of
                  US$[21,000] per month for twenty-four months, or a pro-rata
                  portion thereof for any partial month in which services are
                  provided, which amount shall be due and payable the first day
                  of each month effective as of October 1, 1997. Consultant
                  shall be entitled to receive a bonus payment of US$250,000 on
                  the second anniversary of this Agreement assuming Consultant
                  is not in breach of any provision of this Agreement at such
                  time and this Agreement shall not have been terminated prior
                  thereto. Commencing on October 1, 1997 and until the
                  Commencement Date, Consultant shall be paid a fee equal to
                  US$[21,000] per month, or a pro-rata portion thereof for any
                  partial month in which services are provided.

         9.2      In consideration for the services to be provided hereunder,
                  the Company hereby grants to the Consultant options to
                  purchase up to 100,000 shares of the Company's common stock
                  (the "Option"), subject to the terms set forth below. The
                  exercise price of the Option shall be $6.50 per share of the
                  Company's common stock. The Option may be exercised as
                  follows: (i) on or after the first year anniversary of the
                  Commencement Date, the option to purchase up to 50,000 shares
                  of the Company's common stock; and (ii) on or after the second
                  year anniversary of the Commencement Date, the option to
                  purchase up to an additional 50,000 shares of the Company's
                  common stock. The Option will expire on the third year
                  anniversary of the Commencement Date. The Option granted
                  hereunder is subject, in all respects, to the terms of the
                  Company's 1996 Stock Option Plan, as amended (the "Stock
                  Option Plan"). If for any reason, this Agreement is terminated
                  by either the Company

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                  or the Consultant, the Option shall immediately terminate;
                  provided, however that in the event that the Consultant has
                  exercised the option in accordance with the terms of this
                  Agreement, subject to the terms of the Stock Option Plan,
                  prior to any termination of the Agreement by the Company, the
                  Consultant shall be entitled to purchase such shares
                  thereunder.

         9.3      In consideration for the compensation to be paid to Consultant
                  hereunder in Sections 9.1 and 9.2, Consultant agrees that
                  during the period of this Agreement, Consultant agrees to
                  perform the services described in this Agreement with respect
                  to any other casino to be developed by the Company, in
                  addition to the Sakhalin Project, subject to the prior written
                  approval by the Company.

10.      Expenses.

         In addition to the fees provided in Section 9, the Company shall
         reimburse Consultant for all direct travel and related expenses
         reasonably and necessarily incurred in the performance of the services
         requested under this Agreement, subject to written documentation of
         such expenses provided to the Company.

11.      Termination.

         The Company shall have the right to terminate this Agreement for cause.
         For purposes of this Agreement, the term "cause" shall mean: (a) a
         finding by the Company that Consultant or Hartley has willfully and
         materially failed, refused or neglected to perform and discharge his
         duties and responsibilities hereunder for at least 15 business days
         after written notice from the Company setting forth the actions or
         omissions, as the case may be, which constitute such failure, refusal
         or neglect, (b) the Consultant's or Hartley's violation of scope and
         intent of this Agreement, (c) a material breach of the Consultant's
         obligations under this Agreement which results in a material detriment
         to the Company or any Project, (d) the Consultant's or Hartley's
         engagement in misconduct materially injurious to the Company or any
         Project, (e) the Consultant's or Hartley's intentional misappropriation
         of property or corporate opportunity of the Company or with respect to
         any Project for use by the Consultant or third parties, (f) the
         Consultant's or Hartley's commission of an act of fraud or
         embezzlement, (g) the Consultant's or Hartley's conviction for a crime
         (excluding minor traffic offenses) or (h) the termination of Hartley's
         control of the Consultant or the unavailability of Hartley to provide
         the services required of Consultant hereunder. Consultant shall have
         the right to terminate this Agreement in the event that the Company
         elects not to proceed with any Project.

12.      Non-competition, Non-Solicitation.

         12.1     During the term of this Agreement and for a period of two (2)
                  years after the termination of this Agreement, the Consultant
                  shall not (i) directly or indirectly, as an employee, agent,
                  manager, director, officer, controlling

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                  stockholder, partner or otherwise, engage or participate in
                  any business engaged in any activities competitive with any
                  activities in which the Company is engaged with respect to the
                  casino business within a ____ mile radius of the Sakhalin
                  Project or any other casino property owned or managed by the
                  Company or its affiliated entities during the term of this
                  Agreement, or (ii) solicit from any client or division,
                  department or subsidiary of any client of the Company, or any
                  individual employed by any of the foregoing, for whom the
                  Consultant performed services during the course of performance
                  under this Agreement, any business relating to services
                  similar to the services which were so performed by the
                  Consultant under this Agreement. In addition, the Consultant
                  shall not during such time request or cause any client of the
                  Company to cancel or terminate any business relationship with
                  the Company or any of its subsidiaries or with respect to any
                  Project or any other casino property owned or managed by the
                  Company or its affiliated entities, or directly or indirectly
                  solicit or otherwise cause any employee to terminate such
                  employee's relationship with the Company or with respect to
                  any Project or any other casino property owned or managed by
                  the Company or its affiliated entities.

         12.2     If any portion of the restrictions set forth in this Section
                  12 should, for any reason whatsoever, be declared invalid by a
                  court of competent jurisdiction, the validity or
                  enforceability of the remainder of such restrictions shall not
                  thereby be adversely affected.

         12.3     The Consultant declares that the foregoing scope, territorial
                  and time limitations are reasonable and properly required for
                  the adequate protection of any Project or any other casino
                  property owned or managed by the Company or its affiliated
                  entities. In the event any such scope, territorial or time
                  limitation is deemed to be unreasonable by a court of
                  competent jurisdiction, the Consultant agrees to the reduction
                  of said scope, territorial or time limitation to such scope,
                  area or period which said court shall have deemed reasonable.

         12.4     The existence of any claim or cause of action by the
                  Consultant against the Company other than under this Agreement
                  shall not constitute a defense to the enforcement by the
                  Company of the foregoing restrictive covenants, but such claim
                  or cause of action shall be litigated separately.

13.      Avoidance of Conflicts.

         Except to the extent consented to in writing by the Company, during the
         term of this Agreement, Consultant agrees that neither it, nor any
         entity in which it owns a controlling interest shall represent, manage
         or consult with any entity, if such representation or consultation
         would: (i) create a conflict of interest with the matters on which
         Consultant consults with and advises the Company with respect to any
         Project, (ii) prejudice, damage or be adverse to any interest of the
         Company with

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         respect to any Project, (iii) adversely affect Consultant's
         professional judgement with respect to the Company as it relates to any
         Project; or (iv) adversely affect Consultant's responsibility to the
         Company with respect to any Project.

14.      Binding Effect.

         This Agreement and the rights and obligations arising hereunder shall
         inure to the benefit of, be binding upon and enforceable by the Company
         and Consultant and their respective successors, permitted assigns,
         heirs and representatives, it is understood and agreed that neither
         party shall be entitled to circumvent this Agreement (including,
         limitation, the provisions hereof relating to avoidance of conflicts
         and non- disclosure of confidential information) by acting, directly or
         indirectly by or through one or more of such party's principals,
         companies, employees, agents, affiliates.
         subsidiaries supervision or control.

15.      Assignments.

         Neither party to this Agreement may assign this Agreement without the
         prior written consent of the other, provided, however, that the Company
         may assign all or a part of its rights and obligations hereunder to one
         or more subsidiaries or affiliates of the Company.

16.      Headings.

         The headings of the paragraphs hereof are inserted for convenience only
         and shall not be deemed to constitute a part hereof nor to affect the
         meaning thereof.

17.      Interpretation.

         In case any one or more of the provisions contained in this Agreement
         shall, for any reason, be held to be invalid, illegal or unenforceable
         in any respect, such invalidity, illegality or unenforceability shall
         not affect any other provisions of this Agreement, and this Agreement
         shall be construed as if such invalid, illegal or unenforceable
         provision had never been contained herein. If, moreover, any one or
         more of the provisions contained in this Agreement shall for any reason
         be held to be excessively broad as to duration, geographical scope,
         activity or subject, it shall be construed by limiting and reducing it,
         so as to be enforceable to the extent compatible with the applicable
         law as it shall then appear.

18.      Notices.

         All notices under this Agreement shall be in writing and shall be
         deemed to have been given at the time when delivered personally or by
         facsimile transmission, sent by recognized overnight courier service,
         or mailed by registered or certified mail, addressed to the address set
         forth at the end of this Agreement, or to such changed

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         address as such party may have fixed by notice; provided, however, that
         any notice of change of address shall be effective only upon receipt.

                  To the Consultant:
                  Star Casinos Ltd.
                  59 Holland Park
                  London W113SJ
                  Tel.:441717273051
                  Fax:441712433170

                  To the Company:
                  Conserver Corporation of America
                  2655 LeJeune Road
                  Suite 535
                  Coral Gables, Fl   33134
                  Tel.:305-444-3888
                  Fax: 305-444-7550

19.      Waivers.

         If either party should waive any breach of any provision of this
         Agreement, he or it shall not thereby be deemed to have waived any
         preceding or succeeding breach of the same or any other provision of
         this Agreement.

20.      Complete Agreement; Amendments.

         The foregoing is the entire agreement of the parties with respect to
         the subject matter hereof and supersedes in its entirety any letter
         agreements or other writings by and among the Consultant and the
         Company. This Agreement may not be amended, supplemented, cancelled or
         discharged except by written instrument executed by both parties
         hereto.

21.      Applicable Law.

         The validity, construction and enforceability of, and the rights and
         obligations of the parties under this Agreement shall be governed by
         and construed and enforced in accordance with, the laws of the State of
         New York without giving effect to conflict of laws principles. Each
         party to this Agreement hereby irrevocably submits to the non-exclusive
         jurisdiction of any New York State and Federal Court sitting in the
         City of New York with respect to any suit, action or proceeding arising
         out of or related to this Agreement.





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         IN WITNESS WHEREOF, the Company and Consultant have executed this
Agreement as of the day and year first above written.

STAR CASINOS LTD.                              CONSERVER CORPORATION OF AMERICA


By         /s/                                 By           /s/
  ------------------------                       ---------------------------
  David Hartley                                  Charles H. Stein
                                                 President

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