CONSULTING AGREEMENT

     THIS CONSULTING  AGREEMENT  ("Agreement") is made and effective on March 1,
1996, by and between Netter Digital Entertainment,  Inc., a Delaware corporation
(the "Company") and Trital Acquisition Corp. and Geoffrey Talbot  (collectively,
the "Consultant"), and is made with reference to the following facts:

     The purpose of this  Agreement  is to set forth the  respective  rights and
duties of Consultant and the Company in connection with retaining  Consultant as
a business consultant for the Company.

     NOW,  THEREFORE,  in  consideration  of the premises and mutual  covenants,
representations and warranties contained herein, the parties agree as follows:

     1.  Retention.  For the term of this  Agreement,  the  Company  will retain
Consultant and Consultant accepts such retention on the terms and conditions set
forth below.

     2. Term.  The term of this  Agreement  shall be for six (6) months from the
date of this  Agreement and this Agreement  shall  thereafter  automatically  be
renewed on a monthly basis until either party provides 30-days written notice of
non-renewal .

     3.  Compensation.  For services rendered by Consultant to the Company under
this Agreement, the Company shall pay Consultant as follows:

          3.1 Monthly Fee. The Company  shall pay to Consultant a monthly fee of
Five Thousand Dollars  ($5,000.00) per month,  made payable in advance to Trital
Acquisition Corp. at the beginning of each month.

          3.2  Performance  Fee. In the event the  Company  acquires a target or
completes  a  transaction  identified  by  Consultant,  the  Company  shall  pay
Consultant a performance fee calculated as follows:

     5% of the first million dollars or part thereof, paid by the Company; 
     4% of the second million; 
     3% of the third million; 
     2% of the fourth million; 
     1% of the fifth million; and 
     1/2% of any amount over $5,000,000.

The performance fee for any transaction introduced by Consultant during the term
of this  Agreement  which is completed  after the  termination of this Agreement
shall be payable to the  Consultant  upon  completion  of the  transaction.  The
Company shall be permitted to deduct from any  performance  fee due such amounts
the  Company  has  paid  in  advance  for the  establishment  and  operation  of
Consultants'  Beverly  Hills  office,  including,  but not  limited to, rent and
utilities payments for such office.

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          3.3  Due  Diligence  Fee.  For  any   transaction  not  introduced  by
Consultant,  but for which the President of the Company  requests  Consultant to
perform  certain  services,  a due diligence fee for such services,  on mutually
agreeable terms to be negotiated prior to providing such services, shall be paid
by the Company to the Consultant.

     4. Required  Services.  In consultation with the Company,  Consultant shall
actively search out and locate  suitable  acquisition  merger,  joint venture or
similar targets for the Company, conduct preliminary due diligence and valuation
analysis of potential  targets,  whether  identified  by  Consultant or not, and
assist the Company, as directed by the President,  in consummating  acquisitions
or similar transactions found suitable by the Company's Board of Directors.  The
parties hereto agree to report all sums paid and received by Trital  Acquisition
Corp. under this Agreement to federal and state taxing  authorities as sums paid
and received under a Consulting Agreement for consulting services.

     5.  Expenses.  The Company shall  reimburse  Consultant  for any reasonable
business  expenses  which have been  pre-approved  in writing by the  Company in
advance of being incurred.

     6.  Independent  Contractor.  It is understood  and agreed that  Consultant
shall be acting only in the  capacity of an  independent  contractor  insofar as
this Agreement is concerned, and not as a partner, co-venturer, agent, employee,
franchisee or representative of the Company. Consultant shall be responsible for
payment of all state,  federal or other taxes due on all sums paid to Consultant
under this Agreement.

     7. Entire Agreement.  This Agreement  contains the entire agreement between
the parties hereto with respect to the  transactions  contemplated  hereby,  and
contains  all of the terms  and  conditions  thereof  and  supersedes  all prior
agreements and understandings  relating to the subject matter hereof. No changes
or  modifications  of or additions to this  Agreement  shall be valid unless the
same shall be in writing and signed by each party hereto.

     8. Severability. The provisions of this Agreement shall be deemed severable
and the  invalidity  or  unenforceability  of any one or more of the  provisions
hereof shall not affect the validity and  enforceability of the other provisions
hereof.

     9.  Assignment.  The  rights  and  obligations  of  Consultant  under  this
Agreement  shall not be  assignable  without  the prior  written  consent of the
Company.  The rights and  obligations of the Company under this Agreement  shall
not be assignable  without the prior written consent of Consultant which consent
shall not be unreasonably withheld or delayed; provided,  however, no consent is
required in the event of a sale of substantially  all of the Company's assets or
similar reorganization . Any attempted assignment in violation of this Agreement
shall be void and of no effect.

     10. Waivers.  No waiver of any of the provisions of this Agreement shall be
deemed  to be or  shall  constitute  a waiver  of any  other  provision  of this
Agreement,  whether or not similar, nor shall any waiver constitute a continuing
waiver.  No waiver of any  provision of this  Agreement  shall be binding on the
parties hereto unless it is executed in writing by the party making the waiver.

     11. Notices. All notices,  requests, demands and other communications under
this  Agreement  shall be in writing and shall be deemed to have been duly given
on the date of delivery if delivered  personally  to the party to whom notice is
to be given,  or on the third (3rd) day after  mailing if mailed to the party to
whom notice is given,  by first class mail,  registered  or  certified,  postage
prepaid, and properly addressed as follows:

                  a.       If to Company:

                           Netter Digital Entertainment, Inc.
                           5200 Lankershim Blvd., Suite 280
                           North Hollywood, California  91601
                           Attention:  Douglas Netter

                           With a copy to:

                           Luce, Forward, Hamilton & Scripps
                           600 West Broadway, Suite 2600
                           San Diego, CA  92101
                           Attention:  Robert G. Copeland, Esq.

                  b.       If to the Consultant:

                           Geoffrey Talbot
                           Trital Acquisition Corp.
                           591 W. Old Mill Road
                           Lake Forest, Illinois 60045

     Either  party may change the address to which  notices to such party are to
be addressed by giving the other party hereto  written  notice of such change in
the manner herein set forth.

     12.  Arbitration  of Disputes.  Any  controversy or claim arising out of or
relating  to the  between  Consultant  and  the  Company  shall  be  settled  by
arbitration in accordance with the laws of the State of California by a mutually
agreeable  arbitrator,  whose  approval  shall not be  unreasonably  withheld by
either party.  If the parties cannot agree on the  appointment of an arbitrator,
then the arbitrator shall be appointed by the American  Arbitration  Association
in Los Angeles,  California. Such arbitration shall be conducted in Los Angeles,
California in accordance with the rules of the American Arbitration Association,
except  with  respect  to the  selection  of the  arbitrator  which  shall be as
provided in this Section 12.  Judgment upon the award rendered by the arbitrator
may be entered in any court having  jurisdiction  thereof.  The party or parties
againt whom the arbitrator  shall render an award shall pay the other party's or
parties'  reasonable  attorneys' fees and other reasonable costs and expenses in
connection  with the  enforcement  of its or their rights  under this  Agreement
(including the enforcement of any arbitration award in court), unless and to the
extent the arbitrator shall determine that under the  circumstances  recovery by
the prevailing  party or parties of all or a part of any such fees and costs and
expenses would be unjust.

     13. No Third-Party Benefits. None of the provisions of this Agreement shall
be for the benefit of, or enforceable by, any third-party beneficiary.

     14.  Headings.  The Section  and  Subsection  headings  used herein are for
convenience  or reference  only, are not a part of this Agreement and are not to
affect the construction of, or be taken into consideration in interpreting,  any
provision of this Agreement.

     15.  Counterparts.  This Agreement may be executed in several  counterparts
all of which together shall constitute one and the same instrument with the same
force and effect as though each of the parties had executed the same document.

     16.  Governing  Law.  This  Agreement is made and shall be governed by, and
construed and enforced in accordance  with, the laws of the State of California,
without regard to the conflict of laws principles  thereof, as the same apply to
agreements executed solely by residents of California and wholly to be performed
within California. Venue for any proceeding shall be only in Los Angeles County,
California.

     17. Construction. In the interpretation and construction of this Agreement,
the parties  acknowledge that the terms hereof reflect  extensive  negotiations
between the parties  shall not be deemed,  for the purpose of  construction  and
interpretation, that either party drafted this Agreement.


    IN WITNESS WHEREOF, the parties  hereto have caused this  Agreement to be
executed on the day and year first above written.

                                        CONSULTANT:

                                        Trital Acquisition Corp.


                                        By:/s/Geoffrey Talbot                
                                           ___________________________________
                                           Geoffrey Talbot, President

 
                                           /s/Geoffrey Talbot/               
                                           ___________________________________
                                           Geoffrey Talbot


                                        COMPANY:

                                        Netter Digital Entertainment, Inc.


                                        
                                        By:/s/ Douglas Netter/               
                                           ___________________________________
                                           Douglas Netter, President
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