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                                                                  EXHIBIT 10.4


                             CONSULTING AGREEMENT

This Consultant's Agreement ("Agreement") is entered into as of February 15,
2000, by and between Star West LLC, a Delaware Limited Liability Company,
t/s/o Mark Eddinger ("Eddinger"), with its principal place of business being
18 Hobbs Road, N. Hampton, New Hampshire, 03862 ("Consultant") and Falcon
Entertainment Corp., A Delaware Corporation, with its principal place of
business being 71 Great Pasture Road, Redding, Connecticut, 06896 ("Client"
or the "Company").

     1.  General. The Consultant is retained by Client to provide advice and
counsel to Client and its executive officers regarding various matters
affecting the music and entertainment industries. Throughout the term of this
Agreement, the Consultant shall devote a minimum of 100 hours per month
performing the consulting services more particularly described on Exhibit "A"
attached hereto.

     2.  Term. The Term of this Agreement shall be conterminous with a
certain employment agreement ("Employment Agreement") between the Client and
Eddinger of even date. Should Eddinger choose to personally assume all of the
responsibilities of Consultant as specified in Section 1 of this Agreement,
and should Eddinger's gross annual base salary, exclusive of granted stock,
meet or exceed Three Hundred Sixty Thousand Dollars ($360,000.00), then this
Agreement shall terminate. Should Eddinger be terminated by the Company, with
or without cause, pursuant to the Employment Agreement, then this Agreement
shall also terminate immediately.

     3.  Payment. Consultant shall be paid a consulting fee of Twenty
Thousand Dollars ($20,000.00) per month on the fifteenth (15th) of each
month, beginning February 15, 2000, for the Term.

     4.  Incorporation by Reference: All provisions of Employment Agreement,
which are not in conflict hereof, are hereby incorporated by reference and
included in this Agreement as if fully set forth.


Consultant                             Client

Star West LLC                          Falcon Entertainment Corp.


By: /s/ MARK EDDINGER                  By: /s/ JAMES FALLACARO
    -------------------------              -------------------------
    Mark Eddinger                          James Fallacaro
    Title: President                       Title: President and CEO



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                                EXHIBIT "A"

                            CONSULTING SERVICES

     The following consulting services will be provided by Consultant to
Client under the terms of this Agreement:

     1) Consultation on the implementation of structures and procedures for
the Independent Music Channel, in the areas of programming, production,
screening and editing of videos, conception and production of feature
segments, commercial spots and Public Service Announcements (PSAs), and other
related issues as requested by Client.

     2) Consultation on the implementation of structures and procedures for
the IMNTV Intranet and Internet web sites, in the areas of web technologies,
web site resources, alliances and co-branding, retail music and merchandising
sales, and other related issues as requested by Client.

     3) Consultation on the implementation of structures and procedures for
the subsidiary record label owned by Company, to the areas of administration,
promotion, marketing, publicity, accounting, and any other related issues as
requested by Client.

     4) Other consulting services related to the operations of the above
mentioned subsidiaries of Company, as requested by the Chief Executive
Officer or the Board of Directors of Company.