CONSULTING AGREEMENT

      This Consulting Agreement  ("Agreement"),  effective as of the 24th day of
August  2004  ("Effective  Date")  is  entered  into by and  between  CONSPIRACY
ENTERTAINMENT  HOLDINGS,  INC., a Utah  corporation  (herein  referred to as the
"Company") and MOSHE HARTSTEIN, an individual residing at 9 Dolson Road, Monsey,
NY 10952 (herein referred to as the "Consultant").

                                    RECITALS

      WHEREAS, the Company is a publicly-held  corporation with its common stock
traded on the NASDAQ OTCBB; and

      WHEREAS, Company desires to engage the services of Consultant to represent
the company as an advisory consultant, and to consult with management concerning
related financial and marketing Company matters;

      NOW THEREFORE,  in  consideration of the promises and the mutual covenants
and agreements  hereinafter set forth,  the parties hereto covenant and agree as
follows:

1. TERM OF CONSULTANCY. The Company hereby engages the Consultant to furnish the
advisory and consulting  services  specified  herein,  and the Consultant hereby
accepts such  engagement and agrees to provide such  services,  on the terms and
conditions  herein set forth for the period  commencing on August 24th, 2004 and
ending on November 31, 2004 (the "Consulting Period").

2. RESPONSIBILITIES OF CONSULTANT.  The Consultant agrees that it will generally
provide the following  specified  consulting  services  through its officers and
employees during the term specified in Section 1, above.

      (a)   During the  Consulting  Period,  the  Consultant  shall  furnish the
            Company with advisory and consulting  services relating to financial
            matters and sales and  marketing to be  reasonably  requested by the
            Company. For the purpose of this Agreement, the term "Company" shall
            include also any corporation  which is a successor in interest to me
            Company, whether by reason of merger, consolidation, and/or purchase
            or  acquisition  of  substantially  all of the  Company's  assets or
            otherwise.

      (b)   During the Consulting  Period,  the Consultant shall be available to
            furnish such services, at the request of the Company,  during normal
            business hours.

      (c)   In  performance of these duties,  the  Consultant  shall provide the
            Company  with the benefits of his best  judgment and efforts.  It is
            understood  and  acknowledged  by the parties  that the value of the
            Consultant's  advice is not measurable in any  quantitative  manner,
            and that the amount of time spent rendering such  consulting  advice
            shall  be  determined  according  to  the  Consultant's   reasonable
            discretion,  except as may be  necessary  for the Company to achieve
            its objectives.

      (d)   Nothing herein contained shall be construed to limit or restrict the
            Consultant in conducting business with respect to himself or others,
            or in  rendering  advice to others,  subject to the  confidentiality
            obligations set forth below.


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3.  ALLOCATION OF TIME AND ENERGIES.  The Consultant  hereby promises to perform
and  discharge  faithfully  the  responsibilities  which may be  assigned to the
Consultant from time to time by the officers and duly authorized representatives
of  the  Company  in   connection   with  the  conduct  of  its   financial  and
communications  activities,  so long as such  activities are in compliance  with
applicable   securities  laws  and  regulations.   Consultant  and  staff  shall
diligently and thoroughly  provide the consulting  services required  hereunder.
Although no specific hours-per-day requirement will be required,  Consultant and
the Company agree that Consultant will perform the duties set forth herein above
in a diligent and professional  manner. The parties acknowledge and agree that a
disproportionately large amount of the effort to be expended and the costs to be
incurred by the  Consultant  and the  benefits to be received by the Company are
expected  to  occur  within  or  shortly  after  the  first  two  months  of the
effectiveness  of this Agreement.  It is explicitly  understood that neither the
price of the  Company's  Common Stock,  nor the trading  volume of the Company's
common stock hereunder measure Consultant's performance of its duties.

4.    REMUNERATION.

4.1   (a) For undertaking this engagement,  for previous services rendered,  and
      for other good and valuable consideration, the Company agrees to issue, or
      have  issued,  to  the  Consultant  a  "Commencement   Bonus"  of  $55,250
      (hereinafter,  the "Cash") plus  500,000  shares of the  Company's  Common
      Stock with piggyback registration rights (hereinafter, the "Shares"). This
      Commencement  Bonus  shall be fully paid and  non-assessable  and shall be
      paid  and  issued  to  Consultant  within  7 days  of  execution  of  this
      Agreement.

      (b) Consultant agrees that the Company may, in its sole discretion,  cause
      one or more  shareholders  of the  Company to deliver any of or all of the
      Shares to be issued and delivered to Consultant hereunder.

4.2 The Company understands and agrees that Consultant has foregone  significant
opportunities to accept this engagement and that the Company derives substantial
benefit  from the  execution of this  Agreement  and the ability to announce its
relationship with Consultant.  The Commencement  Bonus,  therefore,  constitutes
payment  for  Consultant's  agreement  to  consult  to  the  Company  and  is  a
nonrefundable,   non-apportionable,  and  non-ratable  retainer  and  is  not  a
prepayment  for  future  services.  If the  Company  decides to  terminate  this
Agreement  prior to November 31, 2004, for any reason  whatsoever,  it is agreed
and understood  that Consultant will not be requested or demanded by the Company
to return any of the Shares or Cash paid to it as Commencement Bonus referred to
in paragraph 4.1(a) hereunder.

4.3 Notwithstanding anything else in this Agreement to the contrary, Company and
Consultant  acknowledge  and agree that for purposes of the  Company's  internal
accounting practices, the Company may desire to allocate all or a portion of the
Commencement  Bonus to any number of the services  provided by the Consultant to
the Company under this  Agreement  consistent  with the United States  generally
accepted accounting practices. Accordingly,  Consultant agrees to cooperate with
the  Company,   and  will  provide  to  the  Company   reasonable   support  and
documentation in connection with any such allocation process.

4.4 Company  warrants that the Shares issued to Consultant  under this Agreement
by  the  Company  shall  be  or  have  been  validly  issued,   fully  paid  and
non-assessable  and that the Company's board of directors has or shall have duly
authorized the issuance and any transfer of them to Consultant.


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4.5  Consultant  acknowledges  that  neither  the Shares,  nor their  underlying
shares,  have been issued  pursuant to this Agreement  have not been  registered
under  the  Securities  Act of 1933,  as  amended  (the  "Securities  Act")  and
accordingly  are "restricted  securities"  within the meaning of Rule 144 of the
Act. As such, the Shares may not be resold or transferred unless the Company has
received  an opinion  of  counsel  and in form  reasonably  satisfactory  to the
Company   that  such  resale  or  transfer  is  exempt  from  the   registration
requirements of that Securities Act.

4.6 In connection with the acquisition of the Shares,  Consultant represents and
warrants to Company, to the best of his knowledge, as follows:

      (a) Consultant  has been afforded the  opportunity to ask questions of and
      receive answers from duly authorized officers or other  representatives of
      the Company  concerning an investment  in the Shares,  and any  additional
      information that the Consultant has requested.

      (b)  Consultant's  investment  in  restricted  securities is reasonable in
      relation to the Consultant's  net worth.  Consultant has had experience in
      investments in restricted and publicly traded  securities,  and Consultant
      has had  experience in  investments  in  speculative  securities and other
      investments  that  involve  the  risk of loss  of  investment.  Consultant
      acknowledges  that an investment in the Shares is speculative and involves
      the risk of loss.  Consultant  has the  requisite  knowledge to assess the
      relative  merits and risks of this  investment  without the  necessity  of
      relying upon other advisors, and Consultant can afford the risk of loss of
      his entire investment in the Shares.

      (c)  Consultant is acquiring the Shares for the  Consultant's  own account
      for long-term investment and not with a view toward resale or distribution
      thereof except in accordance with applicable securities laws.

5.   INDEMNIFICATION.   The  Company  warrants  and  represents  that  all  oral
communications,  written  documents or materials  furnished to Consultant or the
public  by  the  Company  with  respect  to   financial   affairs,   operations,
profitability and strategic planning of the Company are accurate in all material
respects and Consultant may rely upon the accuracy  thereof without  independent
investigation.  The Company will protect, indemnify and hold harmless Consultant
against any claims or  litigation  including  any damages,  liability,  cost and
reasonable  attorney's  fees as incurred  with respect  thereto  resulting  from
Consultant's  communication or dissemination of any said information,  documents
or materials excluding any such claims or litigation resulting from Consultant's
communication  or dissemination of information not provided or authorized by the
Company.

6.  REPRESENTATIONS.  Consultant  represents that it is not required to maintain
any licenses and registrations under federal or any state regulations  necessary
to perform the services set forth herein.  Consultant  acknowledges that, to the
best of its  knowledge,  the  performance  of the  services set forth under this
Agreement will not violate any rule or provision of any regulatory agency having
jurisdiction over Consultant.  Consultant  acknowledges that, to the best of its
knowledge,  Consultant and its officers and directors are not the subject of any
investigation,  claim,  decree or judgment involving any violation of the SEC or
securities laws.  Consultant  further  acknowledges  that it is not a securities
Broker Dealer or a registered investment advisor.  Company acknowledges that, to
the best of its knowledge, that it has not violated any rule or provision of any
regulatory  agency having  jurisdiction over the Company.  Company  acknowledges
that,  to  the  best  of  its  knowledge,  Company  is not  the  subject  of any
investigation,  claim,  decree or judgment involving any violation of the SEC or
securities laws.


                       Consulting Agreement - Page 3 of 5

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7. LEGAL  REPRESENTATION.  Each of Company and Consultant  represents  that they
have consulted with independent legal counsel and/or tax, financial and business
advisors, to the extent that they deemed necessary.

8. STATUS AS INDEPENDENT  CONTRACTOR.  Consultant's  engagement pursuant to this
Agreement shall be as independent contractor, and not as an employee, officer or
other agent of the Company.  Neither party to this Agreement  shall represent or
hold itself out to be the employer or employee of the other.  Consultant further
acknowledges  the  consideration  provided  hereinabove  is a  gross  amount  of
consideration and that the Company will not withhold from such consideration any
amounts as to income taxes, social security payments or any other payroll taxes.
All such income  taxes and other such  payment  shall be made or provided for by
Consultant and the Company shall have no responsibility or duties regarding such
matters.  Neither the Company nor the Consultant possesses the authority to bind
each other in any agreements  without the express  written consent of the entity
to be bound.

9. ATTORNEY'S FEE. If any legal action or any arbitration or other proceeding is
brought for the enforcement or interpretation  of this Agreement,  or because of
an alleged dispute,  breach,  default or misrepresentation in connection with or
related to this Agreement,  the successful or prevailing party shall be entitled
to recover  reasonable  attorneys'  fees and other costs in connection with that
action or proceeding, in addition to any other relief to which it or they may be
entitled.

10.  WAIVER.  The waiver by either  party of a breach of any  provision  of this
Agreement  by the other party shall not operate or be  construed  as a waiver of
any subsequent breach by such other party.

11. NOTICES. All notices,  requests, and other communications hereunder shall be
deemed to be duly given if sent by overnight express mail addressed to the other
party at the address as set forth herein below:

                           TO THE COMPANY:
                           ---------------
                           Conspiracy Entertainment Holdings, Inc.
                           604 Santa Monica Blvd.
                           Santa Monica, California  90401


                           TO THE CONSULTANT:
                           ------------------
                           Moshe Hartstein
                           9 Dolson Road
                           Monsey, NY 10952


It is  understood  that either party may change the address to which notices for
it shall be addressed  by providing  notice of such change to the other party in
the manner set forth in this paragraph.

12. CHOICE OF LAW,  JURISDICTION AND VENUE. This Agreement shall be governed by,
construed  and enforced in  accordance  with the laws of the State of Utah.  The
parties agree that Los Angeles,  California will be the venue of any dispute and
will have jurisdiction over all parties.

13.  ARBITRATION.  Any  controversy  or claim arising out of or relating to this
Agreement, or the alleged breach thereof, or relating to Consultant's activities
or remuneration under this Agreement, shall be settled by binding arbitration in
Los Angeles, California, in accordance with the applicable rules of the American
Arbitration Association,  Commercial Dispute Resolution Procedures, and judgment
on the award rendered by the  arbitrator(s)  shall be binding on the parties and
may be entered in any court having jurisdiction.


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14.  COMPLETE  AGREEMENT.  This Agreement  contains the entire  agreement of the
parties relating to the subject matter hereof.  This Agreement and its terms may
not be changed  orally but only by an agreement  in writing  signed by the party
against  whom  enforcement  of any waiver,  change,  modification,  extension or
discharge is sought.

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


AGREED TO:

COMPANY:

Conspiracy Entertainment Holdings, Inc.

By:  /S/ KEITH TANAKA
    ----------------------------------------------------
Name:  Keith Tanaka
Title: Chief Financial Officer and Duly Authorized Agent


CONSULTANT:

Moshe Hartstein

By:  /S/ MOSHE HARTSTEIN
    ----------------------------------------------------
Name: Moshe Hartstein


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