EXHIBIT 10.3

CONSULTING AGREEMENT

between

Q-Seven Systems, Inc.
1800 East Sahara Ave.
Las Vegas, Nevada
herein referred to as "PRINCIPAL"

and

Barry A. Ellsworth
6337 Highland Drive
Salt Lake City
Utah 84121
herein referred to as "CONTRACTOR"


Dated:  May 27, 1999


General Provisions

The PRINCIPAL is a publicly traded company  registered on the OCT Bulletin Board
in the U.S.  It's officers and directors are residents of Germany and have never
been involved with a public company  before.  They are also  unfamiliar with the
public stock markets and financial environment in the U.S. Therefore,  they seek
support  and  counsel in  handling  their  investor  relations  in the U.S.;  in
structuring  a pension  and profit  sharing  program  for  themselves  and their
employees; as well as other matters.

The CONTRACTOR  has the necessary  experience and the capability to provide said
counsel and is willing to consult with PRINCIPAL in the  aforementioned  matters
as well as helping to maintain open and friendly  relations with the PRINCIPAL's
investors and shareholders.

In consideration of these provisions, the parties agree as follows:


(1)      Contractor's duties

CONTRACTOR will make his experience and knowledge about the Public Stock Markets
in the U.S. and abroad;  pension and profit sharing plans,  investor  relations;
etc. available to the PRINCIPAL. The CONTRACTOR will be of assistance in writing
and publishing  press releases;  writing and publishing  stock related  articles
about the PRINCIPAL and will consult in matters  concerning the laws (CONTRACTOR
is not an  attorney  and  will do this  only to the  best of his  knowledge  and
understanding) and regulatory bodies within the U.S., or will seek legal counsel
for and on behalf of the PRINCIPAL on such matters. In addition,  the CONTRACTOR
will assist PRINCIPAL in establishing a branch office in the U.S. This includes,
but is not limited to, assistance in finding office

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space,  hiring  employees,  establishing  bank  accounts  and  conducting  other
activities necessary to establish a branch office.


(2)      Consulting Fees

PRINCIPAL will pay to CONTRACTOR a monthly consulting fee of twenty five hundred
dollars USD ($2500.00)  for said  services.  This amount may be increased at any
time  during  the  terms  of this  Agreement.  All  taxes  are to be paid by the
CONTRACTOR.  In addition,  the  CONTRACTOR  will be reimbursed  for all expenses
directly  related to his consulting  activity.  All expenses have to approved by
the PRINCIPAL in advance.  CONTRACTOR may also be paid  commissions by PRINCIPAL
for any sales made by CONTRACTOR of PRINCIPAL's products or services.

All payments to the CONTRACTOR are due at the end of each month.


(3)      Contractor's limitations

The CONTRACTOR may not act on behalf of PRINCIPAL in  relationships to any third
party or to  employees  of the  PRINCIPAL  unless  expressly  authorized  by the
President or any Member of the Board of the PRINCIPAL. This especially includes,
but is not  limited  to,  making  statements  to the  public  in the name of the
PRINCIPAL.


(4) Contractor to be seen as an Independent Contractor.

CONTRACTOR shall provide services as an independent contractor, and shall not be
defined  as an  employee  or as an  affiliate  of  PRINCIPAL  or of any  company
affiliated with PRINCIPAL.


(5)      Nondisclosure

The  CONTRACTOR  hereby  agrees  not to make any plans,  trade  secrets or other
confidential information about the PRINCIPAL known to any third party unless the
plans,  trade  secrets or other  confidential  information  has been made public
before or unless he is expressly  authorized  by the  President or any Member of
the Board of the PRINCIPAL.  During the period of this Agreement, the CONTRACTOR
will not  compete  with the  PRINCIPAL,  for his own benefit or the benefit of a
third  party,  in any of the  PRINCIPAL's  fields of  business.  This  expressly
includes but is not limited to running online casinos and selling software, that
is capable of operating online casinos other than the PRINCIPAL's.


(6)      Term of Agreement

The term of this  Agreement  shall be for as long as the  PRINCIPAL  remains  in
business, beginning from the date of execution of this Agreement.  PRINCIPAL may
not terminate services of

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CONTRACTOR  during the term of this Agreement,  unless CONTRACTOR has been found
by a court of law  having  competent  jurisdiction  to have been  untruthful  or
misleading  to any third party  concerning  the business of  PRINCIPAL  that has
brought harm to PRINCIPAL;  acting in a fraudulent  manner; or grossly negligent
in his duties in any other way.


(7)      Entire Agreement

This Agreement reflects the entire  understanding of the parties with respect to
the subject matter of this Agreement and no supplementary agreements exists. All
additions and  modifications  of this  Agreement  have to be in written form and
require the approval of both parties.

Any invalid portion of this Agreement will not affect the validity of the entire
agreement. The parties will replace the invalid portion with a provision meeting
their original understanding.

The laws of the State of Nevada will govern this Agreement and its execution.


In witness thereof, the parties have caused this Agreement to be executed on the
date first stated above by their duly authorized representatives.


CONTRACTOR                                   PRINCIPAL


/s/ Barry A. Ellsworth                       /s/ Ph. Kriependorf
----------------------                       ----------------------
Barry A. Ellsworth                           Philipp Kriependorf
6337 Highland Drive                          frohnkamp 18
Salt Lake City, Utah 84121                   Monheim,, Germany 40789



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