CONSULTING AGREEMENT

THIS  AGREEMENT,  made,  entered  into  this  28th  day of  September,  2004(the
"Effective Date"), by and between Scott Mac Caughern, an individual (hereinafter
referred to as  "Consultant"),  and Conspiracy  Entertainment  Holdings,  a Utah
corporation with its principal place of business at 612 Santa Monica Blvd. Santa
Monica, CA 90401 (hereinafter referred to as "Corporation").

                              W I T N E S S E T H:

      WHEREAS,  Consultant will provide valuable  services to the Corporation in
the area of investor and public  relations  and the  Corporation  realizes  that
Consultant  will provide  valuable  services to the  Corporation and it would be
desirable to retain Consultant's services under a consulting agreement;

      WHEREAS,  Consultant  desires to provide such consulting  services for the
Corporation as an independent  contractor,  with the understanding that he shall
not be required to devote his full time to the business of the  Corporation  and
shall be free to pursue other personal and business interests; and

      NOW, THEREFORE,  in consideration of the premises, the mutual covenants of
the parties  herein  contained  and other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged by each of the parties
hereto, it is agreed as follows:

1. CONSULTING ARRANGEMENT.  The Corporation hereby contracts for the services of
Consultant and Consultant agrees to perform such duties and responsibilities and
to render advice and consulting as may be requested by the Corporation from time
to time during the term of this  consulting  arrangement in connection  with the
Corporation's  business throughout the United States and world wide ("Consulting
Arrangement").  Said consulting  services shall include,  but not be limited to,
those  services   described  in  Schedule  A,  which  is  attached   hereto  and
incorporated herein.

2. RELATIONSHIP BETWEEN PARTIES.  During the term of the Consulting Arrangement,
Consultant shall be deemed to be an independent contractor. Consultant shall not
be considered as having an employee  status  vis-a-vis  the  Corporation,  or by
virtue of the Consulting Arrangement being entitled to participate in any plans,
arrangements or distributions by the Corporation  pertaining to or in connection
with any pension,  stock,  bonus, profit sharing,  welfare benefits,  or similar
benefits for the regular employees of the Corporation. The Corporation shall not
withhold any taxes in connection with the compensation due Consultant hereunder,
and Consultant  will be responsible for the payment of any such taxes and hereby
agrees to indemnify the Corporation against nonpayment thereof.

3. SERVICES ANDCOMPENSATION FOR THE CONSULTING ARRANGEMENT.

      A.    Consultant  agrees  to  perform  for the  Corporation  the  services
            described in Schedule A, which is attached  hereto and  incorporated
            herein.

      B.    In consideration for the services performed,  the Corporation agrees
            to pay Consultant the compensation set forth in Schedule A.

      C.    Consultant  agrees that it will from time to time during the term of
            this Agreement,  or any extension thereof,  keep the Company advised
            as  to  the   Consultant's   progress  in  performing  the  services
            hereunder.

4. TERM OF  CONSULTING  ARRANGEMENT.  The  Consulting  Arrangement  shall  begin
effective  as of the  Effective  Date and  shall  continue  for a period of nine
months from the Effective Date (the "Consulting Period").

5. NOTICES. All notices, consents,  waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt),  (b) sent by facsimile
(with  written  confirmation  of  receipt),  provided  that a copy is  mailed by
registered  mail,  return  receipt  requested,  or  (c)  when  received  by  the
addressee,  if  sent  by a  nationally  recognized  overnight  delivery  service
(receipt  requested),  in each case to the  appropriate  addresses and facsimile
numbers set forth below (or to such other  addresses and facsimile  numbers as a
party may designate by notice to the other parties):

                  (a) if to the  Corporation,  to it at:    with a copy to:

                  612 Santa Monica Blvd.
                  Santa Monica, CA   90401
                  310  260-6150

                  (b) if to Consultant, to it at:           with a copy to:

                  28715 Los Alisos
                  Suite 316
                  Mission Viejo, CA  92692
                  949  635-0647

6. BINDING EFFECT. This Agreement shall extend to, shall inure to the benefit of
and  shall  be  binding  upon  all the  parties  hereto  and  upon  all of their
respective heirs, successors and representatives.

7. ENTIRE AGREEMENT.  This Agreement,  including the agreements  incorporated by
reference,  contains the entire  Agreement among the parties hereto with respect
to the matters  contemplated  hereby and  supersedes  all prior  agreements  and
undertakings  between the parties with respect to such matters.  This  Agreement
may not be  amended,  modified  or  terminated  in whole or in part,  except  in
writing, executed by each of the parties hereto.

8. SEVERABILITY.  Should any part of any provision of this Agreement be declared
invalid by a court of competent  jurisdiction,  such  decision or  determination
shall not affect the validity of any remaining  portion of such provision or any
other  provision and the  remainder of the Agreement  shall remain in full force
and  effect  and  shall be  construed  in all  respects  as if such  invalid  or
unenforceable  provision or portion  thereof were not contained  herein.  In the
event of a declaration of invalidity,  the provision or portion thereof declared
invalid shall not  necessarily  be  invalidated  in its  entirety,  but shall be
observed  and  performed  by the  parties to the  Agreement  to the extent  such
provision is valid and enforceable.

9. SECTION HEADINGS.  The section headings  contained herein are for convenience
of  reference  only and  shall not be  considered  any part of the terms of this
Agreement.

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<PAGE>

10.  CHOICE  OF LAW.  This  Agreement  shall be  interpreted  and  performed  in
accordance  with the laws of the State of  California,  and the  parties  agree,
notwithstanding  the  principles  of conflicts of law, that the internal laws of
the State of California  shall govern and control the validity,  interpretation,
performance, and enforcement of this Agreement.

      IN  WITNESS  WHEREOF,  Consultant  has  hereunto  put  her  hand,  and the
Corporation  has caused this  instrument to be executed in its corporate name by
its duly authorized officer, all as of the day and year first above written.


                                         CONSULTANT:

                                         /S/ SCOTT MAC CAUGHERN
                                         -----------------------------
                                         Scott Mac Caughern


                                         CORPORATION:

                                         By: /S/ SIRUS AHMADI
                                             -------------------------
                                             President


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<PAGE>

                                   SCHEDULE A

SERVICES OF CONSULTANT

During the Consulting Period, Consultant shall assist the Corporation in general
corporate activities including but not limited to:

      (a)   Assisting the  Corporation  in  developing a marketing  plan for the
            expansion  of the  Corporation's  business in the United  States and
            Europe;

      (b)   Introduce the  Corporation  to potential  strategic  partners in the
            United  States  and Europe for the  purpose of  entering  into joint
            venture, licensee or distributor relationships.

      (c)   Merger and acquisition advisory services

      (d)   Assist in Investment  Banking  services such as raising  capital and
            developing  market support such as getting  additional market makers
            to  represent  the  company on the OTC  Bulletin  Board  through our
            Investor Relations/ Public Relations programs.

      (e)   Create a research report (Corporate  Profile) done by an independent
            research firm; and

      (f)   Create Company awareness.

COMPENSATION

Consultant shall receive $ 47,500.00 upon signing of this Agreement.

Consultant shall receive 625,000  restricted shares of common stock ($ 50,000.00
divided by $.08per share) upon signing of this Agreement

Consultant  shall receive  common stock  purchase  warrants to purchase  625,000
restricted  shares  of  common  stock  ($50,000.00  divided  by $.08 per  share)
exercisable  at $.20 per  share,  upon  signing  of this  Agreement,  which such
warrants are exercisable on a cashless basis;  provided,  however,  in the event
that the corporation shall have an effective  Registration Statement registering
such shares underlying the common stock purchase warrants, the warrants shall be
exercisable only on a cash basis.

Consultant  shall receive  common stock  purchase  warrants to purchase  625,000
restricted  shares  of  common  stock  ($50,000.00  divided  by $.08 per  share)
exercisable  at $.40 per  share,  upon  signing of this  Agreement.,  which such
warrants are exercisable on a cashless basis;  provided,  however,  in the event
that the corporation shall have an effective  Registration Statement registering
such shares underlying the common stock purchase warrants, the warrants shall be
exercisable only on a cash basis.


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<PAGE>

COMPANY OBLIGATIONS

1.    Corporation agrees to assist Consultant,  as requested, in the preparation
      of the corporate profile report.

2.    Corporation  will,  if  requested,  provide or arrange to be  provided  to
      Consultant  or its designee,  suitable  accounting  information  as may be
      necessary to complete the corporate "due  diligence"  necessary to compile
      an accurate and detailed profile report on the companies.

3.    Corporation  agrees to provide  Consultant with certain business and other
      material information about the Company, its products, services, contracts,
      pending  litigation,  patents,  trademarks and other such business matters
      which  Consultant  may  request  and  which  Consultant  considers  to  be
      important for the completion of this contract.

4.    Corporation  agrees,  during  the  term  of  this  agreement,   to  notify
      Consultant  of any  changes in the status or nature of its  business,  any
      pending  litigation,  or any other  developments  that may require further
      disclosure.

5.    Corporation  will provide  weekly DTC sheets  showing the daily trading of
      stock to Consultant.

6.    Corporation will provide the NOBO list to Consultant monthly.