CONSULTING AGREEMENT


     This Consulting Agreement ("Agreement") is entered into as of 
December 10, 1997, by and between Netter Digital Entertainment, Inc., 
a Delaware corporation ("Company") and Geoffrey Talbot ("Consultant") 
with reference to the following facts:

     A.	Company is in the business of digital entertainment 
production and services and the manufacture and distribution of 
lighting 
products (collectively, the "Business").

     B.	Consultant has expertise in managing companies engaged in 
the Business, in developing business plans for companies engaged in the 
Business, in identifying and analyzing other companies which might be 
acquired by or merged into the Company to augment and enhance the 
Business, and in advising the Company concerning its operations and 
financial growth.

     C.	Consultant was formerly Acting Chief Financial Officer and 
a member of the Board of Directors of the Company.

     D.	Company now wishes to engage Consultant, and Consultant 
wishes to provide services to Company, in the capacity of an 
independent 
consultant on the terms and conditions set forth below.

     E.	Company acknowledges that Consultant is the Chief 
Executive Officer and a full-time employee of J. C. Williamson 
Entertainment Inc. ("JCW") and that JCW may at times be in a 
competitive position with the Company in the marketplace.

     NOW, THEREFORE, the parties agree as follows:

     1.	Engagement.  Commencing effective as of the date of this 
Agreement, and continuing thereafter for a period of three (3) months, 
Company engages Consultant, and Consultant hereby accepts such 
engagement with Company, to render independent consulting services 
regarding Company's operations and, in particular, the organization, 
implementation and operation of the Business, including, but not 
limited 
to, reviewing business plans for the Company, advising the Company 
concerning its operations and financial growth (but not including 
identifying and/or analyzing other companies which might be acquired 
by or merged into the Company, which services, if requested by 
Company, shall be the subject of a separate mutual agreement).  
Consistent with his primary duty to JCW, Consultant shall use 
reasonable efforts and judgment to promote the business of the Company 
during the term of this Agreement.  Consultant shall render service as 
and when requested by the Company; provided (i) the Company shall give 
Consultant not less than one day's notice of the Company's intention to 
utilize the services of Consultant and (ii) Consultant shall not be 
required 



to reschedule any business appointments or travel arrangements he 
otherwise may have.  Further, notwithstanding any other provision of 
this 
Agreement, Consultant shall not be required to render services outside 
the greater Los Angeles area or for a period exceeding ten (10) hours 
per 
month. 

     2.	Compensation.  In consideration for the services to be 
performed by Consultant, the Company shall grant to Consultant (i) a 
base consulting fee at the rate of $500.00 per month (payable monthly 
commencing with the date hereof) and (ii) an option to acquire 150,000 
shares of the common stock of the Company upon the terms and 
conditions set forth in a Stock Option Agreement, which Stock Option 
Agreement shall be in the form attached hereto as Exhibit "A".  In 
addition, Company shall reimburse Consultant for his reasonable out-of-
pocket expenses incurred at Company's request, provided such expenses 
are pre-approved by the Company and are supported by vouchers or 
receipts detailing the expenses for which reimbursement is being 
claimed. 

     3.	Registration of Shares.  The Company agrees to use 
reasonable efforts to cause the shares subject to the Stock Option 
Agreement to be registered pursuant to a Form S-8 on or before 
December 20, 1997.

     4.	Independent Contractor.  In the performance of its duties 
and obligations hereunder, Consultant shall at all times act and 
perform 
in the capacity of an independent contractor.  Company shall neither 
have nor exercise any control or direction over the methods by which 
Consultant shall perform its services, it being the sole interest of 
Company to assure that the services shall be performed and the results 
achieved in a competent, efficient and satisfactory manner.  Company 
shall have no responsibility to Consultant for income tax withholding, 
payroll taxes, worker's compensation, unemployment or disability 
insurance, group medical insurance, pension or profit sharing 
contributions, or other benefits extended to employees of Company.

     5.	No Contracting Authority.  Unless expressly authorized in 
writing in advance by Company, Consultant shall not have any power or 
authority to bind Company by any contract or engagement or pledge its 
credit, or render it liable for any purpose or in any amount.

     6.	Termination.  This Agreement may be terminated at any time 
(i) by mutual agreement, or (ii) by the  Company "for cause" if 
Consultant 
dies or is permanently disabled, or materially breaches any of his 
obligations or agreements hereunder (the cure of which breach is not 
commenced within thirty (30) days after written notice thereof and 
thereafter diligently prosecuted to completion by Consultant), or (iii) 
by 
Consultant "for cause" if the Company materially breaches any of its 
obligations or agreements hereunder (the cure of which breach is not 
commenced within thirty (30) days after written notice thereof and 
thereafter diligently prosecuted to completion by the Company).

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     7.	General Provisions.

          a.	Subject to Paragraph 7.e below, the rights and 
obligations of Company under this Agreement shall inure to the benefit 
of and shall be binding upon the successors and assigns of Company.

          b.	Any notice to be given to Company under the terms of 
this Agreement shall be addressed to Company at the address of its 
principal place of business, and any notice to be given to Consultant 
shall be addressed to him at his home address last shown on the records 
of Company, or at such other address as either party may hereafter 
designate in writing to the other.  Any such notice shall be deemed 
duly 
given when deposited in the United States mail, certified or registered 
mail, postage prepaid, addressed as aforesaid or when served 
personally.

          c.	Either party's failure to enforce any provision or 
provisions of this Agreement shall not in any way be construed as a 
waiver of any such provision or provisions, nor prevent that party 
thereafter from enforcing each and every other provision of this 
Agreement.  The rights granted both parties herein are cumulative and 
shall not constitute a waiver of either party's right to assert all 
other legal 
remedies available to it under the circumstances.

          d.	This Agreement contains the entire agreement between 
the parties hereto with respect to the subject matter hereof, 
supersedes 
all prior agreements and understandings between the parties and may 
not be modified or terminated orally.  No modification, termination or 
attempted waiver shall be valid unless in writing and signed by the 
party 
against whom the same is sought to be enforced.

          e.	The rights under this Agreement shall not be 
assignable nor the duties delegable by either party without the prior 
written consent of the other, except that Company may assign its rights 
hereunder in connection with the sale of all or substantially all of 
its 
assets or business.  Nothing contained in this Agreement, express or 
implied, is intended to confer upon any person or entity, other than 
the 
parties hereto and their successors in interest and permitted 
assignees, 
any rights or remedies under or by reason of this Agreement unless so 
stated to the contrary.

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          f.	This Agreement shall be construed, interpreted and 
enforced 
in accordance with the laws of the State of California.

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


"COMPANY"	                              	"CONSULTANT"

Netter Digital Entertainment, Inc.


By: /s/ Douglas Netter				               /s/ Geoffrey 
Talbot	
    --------------------------          -------------------------
    Douglas  Netter, Chairman			         Geoffrey Talbot
















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