Exhibit
      10.1

     

    CONSULTING
      AGREEMENT

     

    THIS
      CONSULTING AGREEMENT (the “Agreement”) is entered into as of the 14 day of
      April, 2006 by and between NuTech Digital, Inc., a California corporation,
      with
      an office at 7900 Gloria Avenue, Van Nuys, California 91406 (the “Company”) and
      Digital Acquisitions Company, LLC, a Delaware limited liability company, with
      an
      office at 520 Washington Boulevard, Suite 214, Marina del Rey, California 90292
      (the “Consultant”).

     

    WHEREAS,
      the Company wishes to obtain the services of Consultant as a consultant to
      the
      Company and Consultant desires to render such services to the Company on the
      terms and conditions set forth below.

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants,
      representations, and promises set forth below and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties agree as follows:

     

    Consulting
      Services.

    Engagement.
      The
      Company hereby engages Consultant as a consultant to the Company and Consultant
      accepts such engagement.

    Services.
      During
      the Term (as defined below), Consultant shall render consulting services to
      the
      Company (the “Services”) as defined in one or more Statements of Services in the
      form attached hereto as Schedule A (each, a “Statement of Services”). The
      Services may include the preparation and delivery by Consultant of written
      materials or other deliverables (the “Deliverables”) identified in, or
      contemplated by, one or more Statements of Services. When signed by both parties
      hereto, each Statement of Services shall be deemed incorporated in, and shall
      form a part of, this Agreement.

    Term.
      This
      Agreement shall commence upon the date hereof and continue for a period of
      twelve (12 ) months (the “Term”).

    Scope
      and Assurances.
      In
      performing the Services, Consultant shall adhere to all of the Company's
      reasonable policies and procedures which have been conveyed to Consultant in
      writing and Consultant shall otherwise cooperate fully with the Company's Board
      of Directors (the “Board”) or such other persons as may be identified in a
      Statement of Services.

    Compensation
      and Related Matters.

    Compensation.
      As
      compensation for Services rendered, and in consideration for Consultant
      accepting the engagement set forth herein, the Company shall pay or provide
      to
      Consultant the compensation (the “Consulting Fee”) set forth in the Statement of
      Services on the terms and in accordance with the terms set forth
      therein.

    Expenses.
      Unless
      otherwise provided in a Statement of Services, Consultant shall be entitled
      to
      reimbursement by the Company for all reasonable and necessary expenses incurred
      by Consultant hereunder.

    Other
      Covenants.

    Confidential
      Information.

     

    No
      Disclosure.
      Consultant acknowledges that Consultant may be exposed to or given access to
      Confidential Information (as defined below) of the Company and of the Company's
      clients, vendors, suppliers and business partners. Consultant shall hold such
      Confidential Information in strict confidence and shall not at any time (either
      during or after the Term) disclose, divulge, furnish or make the Confidential
      Information available to any third party or otherwise use the Confidential
      Information for any purpose other than for the purpose of performing
      Consultant's obligations under this Agreement. Consultant shall use reasonable
      efforts to advise the Company immediately in the event that Consultant learns
      or
      has reason to believe that a violation of this Section has occurred or is likely
      to occur.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Definition.
      For
      purposes hereof, “Confidential Information” means any information disclosed to
      Consultant during the course of the performance of this Agreement, which is
      or
      should reasonably be understood to be confidential or proprietary, including,
      without limitation: the terms of this Agreement; information about the Company's
      clients, vendors, suppliers and business partners; and information about the
      Company's sales, costs and other financial information, business plans,
      projections, marketing data, trade secrets, technology, product specifications,
      inventions and ideas, research and development, price lists, the names and
      backgrounds of personnel, personnel training and techniques and materials,
      however documented, and any and all notes, analysis, compilations, studies,
      summaries, and other material prepared by or for the Company or its clients,
      vendors, suppliers and business partners containing or based, in whole or in
      part, on any information included in the foregoing. Confidential Information
      shall not include information that: (i) was in Consultant's possession prior
      to
      it being furnished to Consultant under the terms of this Agreement, provided
      the
      source of that information was not known by Consultant to be bound by a
      confidentiality agreement with or other continual, legal or fiduciary obligation
      of confidentiality to the Company; (ii) is now, or hereafter becomes, through
      no
      wrongdoing on the part of Consultant, generally known to the public; or (iii)
      is
      rightfully obtained by Consultant from a third party, without breach of any
      obligation to the Company.

     

    Representations
      and Warranties.
      Each
      party hereby represents and warrants to the other that: (a) it is and, at all
      times during the Term, shall be duly authorized to enter into and perform this
      Agreement and each Statement of Services; and (b) the signing and performance
      of
      this Agreement by it shall not violate any agreement of such party with any
      third party or otherwise violate the rights of any third party based upon the
      relationship of such party with such third party.

    Indemnification.
      Each
      party shall defend, indemnify, and hold the other party, and its employees,
      officers, directors, shareholders, members, owners, subcontractors, agents,
      successors and permitted assigns, harmless from and against any and all
      liabilities, obligations, damages, deficiencies, costs and expense, including
      reasonable attorneys' fees and expenses and the costs to enforce these
      indemnification provisions, arising out of or relating to any third party claims
      or demands based on any breach by such party of any of such party's
      representations, warranties, covenants or obligations contained herein, or
      the
      in accuracy of any of such representations or warranties. In addition, and
      without limiting the generality of the foregoing, the Company shall defend,
      indemnify, and hold Consultant, and its employees, officers, directors,
      shareholders, members, owners, subcontractors, agents, successors and permitted
      assigns, harmless from and against any and all liabilities, obligations,
      damages, deficiencies, costs and expense, including reasonable attorneys’ fees
      and expenses and the costs to enforce these indemnification provisions, arising
      out of or relating to any claims or demands from the creditors of the Company
      and any claims or demands from parties acting on behalf of such creditors or
      the
      Company, including, but not limited to, any receiver, bankruptcy trustee or
      creditors committee. Within five (5) business days from the date hereof, the
      Company shall add Consultant and Consultant's representatives as additional
      insured parties under the Company's D&O insurance policy. Such policy shall
      have liability protection for Consultant and its representatives of at least
      $5
      million.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Termination.

    Termination.
      The
      Company may terminate Consultant's engagement hereunder only in the event that
      Consultant commits a material breach of this Agreement which is not cured by
      Consultant within thirty (30) days of its receipt of a notice thereof from
      the
      Company. Consultant may terminate Consultant's engagement hereunder at any
      time
      for any reason or no reason upon ten (10) days advance written notice to the
      Company.

    Compensation
      Upon Termination.
      In the
      event Consultant's engagement is terminated pursuant to Section 6.1 above,
      Consultant shall receive, or otherwise shall be entitled to continue to enjoy
      and benefit from, all compensation granted to Consultant hereunder, including,
      but not limited to, all stock and stock options purchased or granted to
      Consultant (and related registration rights), and any reimbursable expenses,
      to
      which Consultant was entitled as of the date of termination and the Company
      shall have no further obligations to Consultant under this Agreement, except
      for
      its obligation to indemnify Consultant and provide insurance coverage to
      Consultant under Section 5 above.

    Return
      of Company Property.
      Upon
      termination of Consultant's engagement hereunder for any reason, Consultant
      shall return to the Company all of the Company's property and any and all other
      Company materials that are in Consultant's possession as of the date of
      termination (collectively, the “Company Property”). The Company Property shall
      be delivered to the Company at its office (at the address stated above) within
      five (5) days after the date of the Company's request therefor or the date
      of
      termination, as the case may be.

    Miscellaneous.

    Independent
      Contractor.
      Consultant is acting as independent contractor hereunder. Consultant is without
      authority to and shall not bind or obligate the Company in any manner
      whatsoever, or incur any debt or obligation for the account of the Company
      without the written consent of the Company. Consultant shall be responsible
      for
      paying any income taxes, and making any employment related deductions,
      attributable to the fees and expenses received by Consultant
      hereunder.

    Notices.
      All
      notices and communications that are required or permitted to be given hereunder
      shall be in writing and shall be deemed to have been duly given (i) if by hand
      delivery, upon receipt by the receiving party, or (ii) if mailed, three (3)
      business days after deposit in the U.S. Mail, postage prepaid. Notices to the
      Company shall be delivered to it at the address stated for the Company on page
      1
      hereof and notices to Consultant shall be delivered to it at the address stated
      for Consultant on page 1 hereof or to such other address as may be specified
      in
      a written notice delivered by one party to the other party
      hereunder.

    General.
      Neither
      party may assign any of its rights or obligations under this Agreement without
      the prior written consent of the other party, which consent shall not be
      unreasonably withheld, except that Consultant may assign this Agreement to
      any
      entity controlled by, under common control with or controlling Consultant,
      or by
      operation of law in connection with a merger, acquisition or similar
      transaction. This Agreement shall be governed by and construed in accordance
      with the laws of the State of the defendants choosing. The plaintiff must bring
      action in the State of the defendant. Each party agrees to this condition.
      No
      waiver shall be deemed to have occurred unless set forth in a writing executed
      by or on behalf of the waiving party. This Agreement constitutes the entire
      agreement between the parties, and supersedes all prior oral and/or written
      agreements between them relating to the subject matter hereof. This Agreement
      may not be amended or cancelled except by an agreement signed by the parties
      hereto.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
      and
      year first above written.

     

    
      	 	 	 
	NUTECH
              DIGITAL, INC.	DIGITAL
              ACQUISITIONS COMPANY, LLC
	 
 	 
 	 
 
	By:
              	By:  	 
	
              
                

              

              Name:
                

              Title:

            	
              

              Name:
                

              Title:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    STATEMENT
      OF SERVICES

     

    This
      Statement of Services is issued pursuant to the Consulting Agreement dated
      as of
      April 14 2006 between NUTECH DIGITAL, INC. a California corporation (the
“Company”) and DIGITAL ACQUISITIONS COMPANY, LLC, a Delaware limited liability
      company (the “Consultant”). Capitalized terms not otherwise defined herein shall
      have the respective meanings ascribed to them in the Consulting
      Agreement.

     

    1. Description
      of the Services:
      Consultants shall provide advice and recommendations to Company with respect
      to:
      long term and short term financing of Company's operations; selection and
      management of key employees; assessment of new business opportunities;
      management of relationships with existing customers and suppliers; and such
      other services as may be agreed upon by the parties.

     

    2. Consulting
      Fees:
      As
      compensation for Consultant's services hereunder, and in consideration of
      Consultant agreeing to be engaged by Company under the terms hereof, Company
      and
      Consultant hereby agree that Consultant shall be entitled to receive the
      following: 

     

    (a) Pursuant
      to that certain Distribution Agreement, between the parties dated as of March
      27, 2006 (the “Distribution Agreement”), Consultant paid to the Company the sum
      of $126,000.00 as an advance against future royalties payable to Company under
      the Distribution Agreement (the “Advance”). The Company hereby agrees that at
      any time after the date hereof, Consultant shall have the right, but not the
      obligation, from time to time, to convert all or any portion of the Advance
      that
      has not at the time of conversion been recouped by Consultant from Net Proceeds
      under the Distribution Agreement, into shares of common stock, no par value
      per
      share (the “Common Stock”), of the Company. The price per share shall be equal
      to the lesser of $0.05 (subject to equitable adjustment in the event of a stock
      split, stock dividend or other recapitalization event) or the Fair Market Value
      of the Common Stock on the date that notice is given to the Company of
      Consultant’s election to so convert all or a portion of the Advance. For
      purposes of this Agreement, the term “Fair Market Value” shall have the meaning
      ascribed to such term in the Company’s Amended and Restated 2003 Consultant
      Stock Plan (the “Consultant Stock Plan”).

     

    (b) Upon
      execution and delivery of this Agreement, Consultant shall pay to the Company
      the sum of $24,000.00 for 600,000 shares of the Common Stock of the Company.
      The
      number of such shares of Common Stock to be delivered to Consultant shall be
      determined by taking the sum of $24,000.00 and dividing it by a price per share
      equal to the lesser of $0.05 (subject to equitable adjustment in the event
      of a
      stock split, stock dividend or other recapitalization event) or the Fair Market
      Value of the Common Stock on the date of purchase. Notwithstanding the
      foregoing, in the event Consultant elects not to pay the sum of $150,000.00
      to
      the Company in accordance with paragraph (d) below, then Consultant shall have
      the right to recoup the aforementioned sum of $24,000.00 from future royalties
      payable to Company under the Distribution Agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Upon
      execution and delivery of this Agreement, the Company shall grant to Consultant
      options to purchase an aggregate of 23,000,000 shares of Common Stock under
      the
      Consultant Stock Plan. Such options shall have an exercise price that is equal
      to the Fair Market Value on the date of this Agreement. All such options shall
      be fully vested as of the date of grant. The options shall be exercisable for
      a
      period of ten years from the date of grant and shall continue to be exercisable
      after Termination (as defined in the Consultant Stock Plan) for any reason
      whatsoever or for no reason. 

     

    (d) Consultant
      hereby agrees that if the conditions set forth in Schedule
      A-1
      attached
      hereto are satisfied on or prior to sixty (60) days from the date hereof (the
      “Investment
      Date”),
      Consultant shall pay to the Company $150,000.00 and Consultant shall elect
      what
      portion of such amount shall be deemed to be an exercise of options granted
      pursuant to paragraph (c) above and/or what portion of such amount shall be
      deemed to be the purchase price for newly issued shares of Common Stock. The
      purchase price of any newly issued shares of Common Stock shall be deemed to
      be
      the lesser of $0.05 per share or the Fair Market Value at the date that
      Consultant gives notice to the Company of its election to purchase such newly
      issued shares of Common Stock. Upon the issuance of any newly issued shares
      of
      Common Stock pursuant to this paragraph (d) or shares issued to Consultant
      under
      paragraphs (a) (b) and (c) above, the Company and Consultant shall enter into
      a
      registration rights agreement in substantially the form attached hereto as
      Schedule
      A-2
      that
      grants both demand and piggyback registration rights under the Securities Act
      of
      1933, as amended, with respect to all such shares of Common Stock.

     

    3. Reimbursable
      Expenses:
      Company
      shall reimburse Consultants for all expenses reasonably incurred in connection
      with the rendition of Consultant's services hereunder.

     

    Dated
      as
      of: April
      14,
      2006

     

    
      	 	 	 
	 NUTECH
              DIGITAL, INC. 	
              DIGITAL
                ACQUISITIONS COMPANY, LLC

            
	 
 	 
 	 
 
	By:  /s/
              Lee Kasper 	By:  	/s/ Peter
              Bergmann
	
              
                

              

              Name:
                Lee Kasper 

              
                Title:
                  President

              

            	
              
                

              

              Name:
                Peter Bergmann

              
                Title:
                  CEO

              

            
	 

               

            	 


    


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A-1

     

    CONDITIONS
      THAT MUST BE MET UNDER SECTION 2 (d) OF SCHEDULE A-1

     

     

    1. The
      Company shall terminate its distribution/sales arrangement with Steve in Canada.
      The deals Steve put in place prior to such termination, specifically Canada
      and
      Australia, shall remain in full force and effect and be honored.

     

    2. Lee
      Kasper shall resign as CEO of the Company and any other office he holds with
      the
      Company. 

     

    3. The
      Company shall not enter into any agreement or commitment with any vendor,
      supplier or other third party without first consulting with
      Consultant.

     

    4.
      Consultant shall have completed its due diligence review of the Company and,
      as
      a result thereof, is satisfied that the Company can and will carry out the
      recommendations made by Consultant hereunder. 

     


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A-2

     

    The
      parties intend to attached hereto a registration rights between the parties
      that
      grants both demand and piggyback registration rights to Consultant under the
      Securities Act of 1933, as amended, with respect to all shares of Common Stock
      granted to Consultant hereunder. If, for any reason, such registration rights
      agreement is not entered into by the parties and attached hereto upon the
      execution and delivery of this Agreement, then Consultant shall have such demand
      and piggyback registration rights as designated by Consultant in accordance
      with
      applicable law. 

     

    
      
        
        

      

      
        -9-