Exhibit 10.25

                                 321 Play, Inc.

                              CONSULTING AGREEMENT


     THIS  CONSULTING  AGREEMENT,  dated as of the 24th  day of March  2004,  is
between 321 Play,  Inc. with its  principal  offices at 625 N. Flagler Dr. Suite
509,  West  Palm  Beach  Florida  33401  (the   "Company")  and  Mezhcorp,   LLC
(collectively, "Consultant).

     THEREFORE,   in   consideration   of  the  mutual   promises   and  of  the
representations,  warranties,  covenants and agreements  herein  contained,  the
parties  hereto,  intending to be legally  bound  according to the terms of this
Agreement, hereby agree as follows:


1.   Consultant

     The Company shall engage  Consultant,  and  Consultant  hereby accepts such
engagement and agrees to perform its duties and responsibilities  hereunder,  in
accordance with the terms and conditions hereinafter set forth.

     1.1  Duties and Responsibilities.

     (a) During the Term,  Consultant  shall serve as Consultant and perform all
     duties and accept all responsibilities incidental to such positions.

     (b)  Consultant  represents to the Company that i is not subject or a party
     to any consulting  agreement,  non-  competition  covenant,  non-disclosure
     agreement or other agreement, covenant, understanding or restriction of any
     nature  whatsoever  which would  prohibit  Consultant  from  executing this
     Agreement and performing fully its duties and  responsibilities  hereunder,
     or which would in any manner,  directly or indirectly,  limit or affect the
     duties and  responsibilities  which may now or in the future be assigned to
     Consultant by the Company.

     1.2  Extent of Service.

     The  Term of this  Agreement  shall be for a period  of  three  years  (the
     "Employment  Term").  During  the Term,  Consultant  agrees to use its best
     efforts  to carry out its  duties  and  responsibilities  under  Section 1.
     hereof.  Except as provided in Section 5 hereof, the foregoing shall not be
     construed as preventing  Consultant or its Members from making  investments
     in other businesses or enterprises  provided that Consultant  agrees not to
     become engaged in any other business activity which may, in the judgment of
     the Board of  Directors  of the  Company,  interfere  with its  ability  to
     discharge its duties and responsibilities to the Company.




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     1.3  Base Compensation.

     (a) For all the  services  rendered by  Consultant  hereunder,  the Company
     shall pay  Consultant  an annual base  compensation  of One  Hundred  Fifty
     Thousand ($150,000.00) Dollars.

     Bonuses - Consultant shall be eligible for bonus of $100,000 per annum, for
     each $5,000,000 annual revenue generated by the Company. Total compensation
     shall not exceed $300,000 under this Section

     (b) Stock  Participation - Consultant may be eligible to participate in any
     stock  option  incentive  plans  established  for  non-Consultants  of  the
     Company, at the discretion of the Board of Directors of the Company.

     (c) Additional incentive  compensation,  if any, shall be at the discretion
     of the Board of Directors of the Company.


2.   Expenses

     Consultant  shall  be  reimbursed  for  the  reasonable  business  expenses
incurred by its in connection with its performance of services  hereunder during
the Employment Term upon presentation of an itemized account of such expenses in
accordance  with the policies and procedures  established  by the Company.  This
amount is not to exceed $500.00 for any single 30-day period  without  Secretary
or Treasurer's prior written approval.


3.   Developments

     All developments,  including  inventions,  whether patentable or otherwise,
trade  secrets,  discoveries,  improvements,  ideas and  writings  which  either
directly or indirectly relate to or may be useful in the business of the Company
or any of its affiliates (the "Developments") which Consultant, either by itself
or in  conjunction  with any  other  person or  persons,  has  conceived,  made,
developed,  acquired  or  acquired  knowledge  of during its  employment  by the
Company,  Consultant  itseby  assigns,  transfers and conveys,  and agrees to so
assign, transfer and convey to the Company, all of its right, title and interest
in and to any and  all  such  Developments  to the  Board  of  Directors  of the
Company. At any time and from time




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to time,  upon the request and at the expense of the  Company,  Consultant  will
execute and deliver any and all instruments, documents and papers, give evidence
and do any and all other acts which,  in the opinion of counsel for the Company,
are or may be necessary or desirable to document  such transfer or to enable the
Company to file and  prosecute  applications  for and to acquire,  maintain  and
enforce any and all patents,  trademark registrations or copyrights under United
States or foreign  law with  respect to any such  Developments  or to obtain any
extension,  validation,  reissue,  continuance  or renewal  of any such  patent,
trademark or copyright.  The Company will be responsible  for the preparation of
any such  instruments,  documents and papers and for the prosecution of any such
proceedings and will reimburse  Consultant for all reasonable  expenses incurred
by its in compliance with the provisions of this Section.


4.   Confidential Information

     (a) Consultant  recognizes and acknowledges  that by reason of its services
by and  service of the  Company,  it has had,  and will  continue  to have (both
during the Term and at any time  thereafter  during  which it may be employed by
the  Company),  access  to  confidential  information  of the  Company  and  its
affiliates,  including without limitation,  information and knowledge pertaining
to products and services  offered,  ideas,  plans,  trade  secrets,  proprietary
information,  advertising, distribution and sales methods and systems, sales and
profit figures, customer and client lists, and relationships between the Company
and its  affiliates  and  customers,  clients,  suppliers  and  others  who have
business   dealings   with  the  Company  and  its   affiliates   ("Confidential
Information").  Consultant acknowledges that such Confidential  Information is a
valuable and unique asset and covenants  that she will not,  either during or at
any time after the Employment Term,  disclose any such Confidential  Information
to any person for any reason  whatsoever  (except as its duties described herein
may require)  without the prior written  authorization of the Board of Directors
of






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the Company, unless such information is in the public domain through no fault of
Consultant or except as may be required by law.

     (b) Consultant  will not disclose the terms of its services or the contents
of this agreement to any person for any reason whatsoever  (except as its duties
described  herein may require)  without the prior written  authorization  of the
Board of  Directors  of the Company,  unless such  information  is in the public
domain through no fault of Consultant or except as may be required by law.


5.   Non-Competition

     (a) During the Term and for a Twenty-four  (24) month period  following the
date the  engagement of Consultant by the Company or any of its  affiliates  has
ended (whether or not such employment is pursuant to this Agreement), Consultant
will not, unless acting pursuant hereto or with the prior written consent of the
Board of Directors of the Company, directly or indirectly, own, manage, operate,
control, finance or participate in the ownership, management, operation, control
or financing of, or be connected as an officer, director,  partner, principal or
otherwise  with any  business or  enterprise  engaged  within any portion of the
United States in the internet auction business or in any other business in which
the Company was engaged at the date of termination of Consultant's employment by
the Company or at any time for one year after termination of employment with the
Company.  It is recognized  by  Consultant  that the business of the Company and
Consultant's connection therewith is or will be involved in internet and auction
activity  throughout  the  United  States,  and that more  limited  geographical
limitations on this non-competition  covenant and the non- solicitation covenant
set forth in Section 6 hereof are therefore not appropriate.

     (b) The  foregoing  restrictions  shall not be  construed  to prohibit  the
ownership by Consultant or its Members of not more than five percent (5%) of any
class of securities of any corporation  which is engaged in any of the foregoing
businesses,  provided that such  ownership  represents a passive  investment and
that neither Consultant nor any group of persons including Consultant and/or its
Members in any way, either directly or indirectly,  manages or exercises control
of any such corporation,  guarantees any of its financial obligations, otherwise
takes any part in its business,  other than  exercising its rights as a security
owner, or seeks to do any of the foregoing.




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     (c) In the event that Consultant is terminated Without Cause by the Company
pursuant to Section 8.4 and  Consultant  desires to be engaged by a company (the
"Prospective  Employer") in violation of the covenants set forth in Section 5(a)
above,  Consultant  may  request a waiver of Section  5(a) above and such waiver
shall be granted by the  Company  unless the  Prospective  Employer  is a Direct
Competitor  of the  Company in the  current  geographic  markets  the Company is
engaged.


6.   No Solicitation

     During the Term and for the one year period  following the date  engagement
of Consultant by the Company or any of its  affiliates has ended (whether or not
such  employment  is pursuant to the  Agreement),  Consultant  will not,  either
directly or indirectly,  (i) call on or solicit any person, firm, corporation or
other  entity who or which at the time of such  termination  was,  or within two
years  prior  thereto  had  been,  a  customer  of the  Company  or any of their
respective  affiliates  with respect to the  activities  prohibited by Section 6
hereof or (ii)  solicit  the  employment  of any person who was  employed by the
Company or any of Its affiliates on a full or part-time basis at any time during
the  course  of  Consultant's  engagement,  unless  such  person  prior  to such
solicitation  of employment (A) was  involuntarily  discharged by the Company or
such affiliate,  or (B) voluntarily  terminated  his/her  relationship  with the
Company or such affiliate.


7.   Equitable Relief

     (a) Consultant  acknowledges that the restrictions contained in Sections 3,
4, 5 and 6 hereof are  reasonable  and that the Company  would not have  entered
into this Agreement in the absence of such restrictions,  and that any violation
of any  provision of those  Sections  will result in  irreparable  injury to the
Company.





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     (b) CONSULTANT  FURTHER  REPRESENTS AND ACKNOWLEDGES  THAT (i) SHE HAS BEEN
ADVISED  BY THE  COMPANY  TO  CONSULT  ITS OWN LEGAL  COUNSEL IN RESPECT OF THIS
AGREEMENT,  (ii) THAT SHE HAS HAD FULL  OPPORTUNITY,  PRIOR TO EXECUTION OF THIS
AGREEMENT,  TO REVIEW  THROUGHLY THIS AGREEMENT WITH ITS COUNSEL,  AND (iii) SHE
HAS READ AND FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT.

     (c) Consultant agrees that the Company shall be entitled to preliminary and
permanent injunctive relief,  without the necessity of providing actual damages,
as well as an equitable  accounting of all earnings,  profits and other benefits
arising from any  violation of Sections 3, 4, 5 or 6 hereof,  which rights shall
be  cumulative  and in  addition  to any other  rights or  remedies to which the
Company may be entitled.  In the event that any of the provisions of Sections 5,
or 6 hereof should ever be adjudicated to exceed the time,  geographic,  product
or  service,   or  other   limitations   permitted  by  applicable  law  in  any
jurisdiction, then such provisions shall be deemed reformed in such jurisdiction
to the  maximum  time,  geographic,  product or  service,  or other  limitations
permitted by applicable law.

     (d) Consultant  irrevocably and  unconditionally  (i) agrees that any suit,
action  or other  legal  proceeding  arising  out of this  Agreement,  including
without  limitation,  any action  commenced  by the Company for  preliminary  or
permanent  injunctive relief or other equitable  relief,  must be brought in the
United States  District Court for the Southern  District of Florida,  or if such
court does not have jurisdiction or will not accept  jurisdiction,  in any court
of general  jurisdiction in Palm Beach County (ii) consents to the non-exclusive
jurisdiction of any such court in any such suit, action or proceeding, and (iii)
waives any  objection  which  Consultant  may have to the laying of venue of any
such suit,  action or proceeding in any such court.  Consultant also irrevocably
and unconditionally consents to the service of any process,  pleadings,  notices
or other  papers in a manner  permitted by the notice  provisions  of Section 12
hereof.


8.   Termination

     This  Agreement  shall  terminate  prior to the  expiration of its term set
forth in  Section  1.1 above  upon the  occurrence  of any one of the  following
events:




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     8.1  Disability.

     In the event  that  Consultant  is unable  fully to perform  its  essential
     duties and  responsibilities  hereunder to the full extent  required by the
     Board  of  Directors  of the  Company  by  reason  of  illness,  injury  or
     incapacity for one hundred and twenty  consecutive  days, during which time
     she shall  continue  to be  compensated  as  provided in Section 1.4 hereof
     (less any  payments  due  Consultant  under  disability  benefit  programs,
     including  Social Security  disability,  worker's  compensation  hereunder;
     provided, however, that Consultant will be entitled to receive the payments
     prescribed  under any  disability  benefit  plan which may be in effect for
     employees of the Company and in which it participated.  Consultant  agrees,
     in the event of any dispute under this Section 8.1, to submit to a physical
     examination by a licensed  physician  selected by the Board of Directors of
     the Company.

     8.2  Death.

     In the event that Consultant dies during the Term, the Company shall pay to
     its executors,  legal representatives or administrators any amounts due and
     owing to the date of death to Consultant as part of the salary set forth in
     Section  1.4(a)  hereof,  and  thereafter the Company shall have no further
     liability or obligation hereunder to his executors,  legal representatives,
     administrators,  heirs or assigns  or any other  person  claiming  under or
     through its;  provided,  however,  that  Consultant's  estate or designated
     beneficiaries shall be entitled to receive the payments prescribed for such
     recipients  under  any  death  benefit  plan  which  may be in  effect  for
     employees of the Company and in which Consultant participated.

     8.3  Cause.

     Nothing in this Agreement  shall be construed to prevent its termination by
     the  Company  at any time for  "cause."  For  purposes  of this  Agreement,
     "cause" shall mean and be limited to Consultant's:




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          (a)  Commission  of any act of  fraud,  misappropriation  or  personal
     dishonesty relating to or involving the Company in any material way;

          (b) Gross  negligence  in the  performanc  of its duties or in any way
     relating to the obligations and duties, which he owes the Company;

          (c) Violation of any express  direction of the Company or any material
     violation  of any  rule,  regulation,  policy  or plan  established  by the
     Company from time to time regarding the conduct of its  Consultants  and/or
     its business, if such violation is not remedied by Consultant within thirty
     (30) days of receiving notice of such violation from the Company;

          (d)  Demonstrably  willful and deliberat  violation of any  obligation
     owed by Consultant to the Company;

          (e) Material disclosure or use of Confidential Information, other than
     as required in the performance of Consultant's duties under this Agreement;

          (f)  Conviction  of a crime  constituting  a felony or any other crime
     involving  moral  turpitude or criminal  indictment  for a crime  involving
     moral  turpitude  in which  the  substantial  weight of  credible  evidence
     indicates that Consultant has committed such a crime.

     In the event of  termination  for cause under section 8.3(a) or (f) of this
     Section  8.3,   Consultant  shall  be  suspended   pending  an  independent
     investigation by persons retained by the Company.




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     In the  event  of a  termination  for  cause,  the  Company  shall  have no
     obligation to make any further  payments or to provide any further benefits
     or  compensation  hereunder to Consultant for any period  subsequent to the
     date of such termination,  except that Consultant will receive Consultant's
     Base  Compensation,  as well as bonus or  commission  payment(s)  for which
     Consultant is eligible for as of the date of termination.

     8.4  Without Cause by the Company.

     The  Company  may  terminate  this  Agreement  upon not less  than 30 days'
     written notice to Consultant at and for the Company's sole  convenience and
     in its sole  discretion  and without  specifying  any cause as set forth in
     Section 8.3 hereof.  If such  termination  shall  occur,  Consultant  shall
     receive compensation equal to ninety days (90) compensation and any and all
     shares or securities shall Immediately vest upon said termination.


9.   Survival

     Notwithstanding  the termination of this Agreement by the Company by reason
of  Consultant's  disability  under  Section 8.1,  for cause under  Section 8.3,
without  cause under  Section  8.4, or as a result of a Change of Control  under
Section 8.5, his  obligations  under Sections 3, 4, 5 and 6 hereof shall survive
and remain in full force and effect for the periods  therein  provided,  and the
provisions  for equitable  relief  against  Consultant in Section 8 hereof shall
continue in force, along with the provisions of Sections 10 through 18 hereof.


10.  Governing Law

     This Agreement shall be governed by and  interpreted  under the laws of the
State of Florida without giving effect to any conflict of laws provisions.


11.  Litigation Expenses

     In the event of a lawsuit by either party to enforce the provisions of this
Agreement each Party must pay their costs and expenses.




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12.  Notices

     All notices and other  communications  required or  permitted  hereunder or
necessary or convenient in connection  herewith shall be in writing and shall be
deemed to have  been  given  when hand  delivered  or  mailed by  registered  or
certified  mail, as follows  (provided that notice of change of address shall be
deemed given only when received):


     If to the Company:

                  625 N. Flagler Drive
                  Suite 509
                  West Palm Beach, FL  33401


     If to Consultant:





or to such other names or addresses as to the Company or Consultant, as the case
may be,  shall  designate  by notice to each other  person  entitled  to receive
notices in the manner specified in this Section.


13.  Entire Agreement: Contents of Agreement.

     (a) This Agreement supersedes any and all other agreements,  either oral or
written,  between the parties with respect to the  employment  of  Consultant by
Employer  for the  purposes  set forth in Section  1.2,  and contains all of the
covenants  and  agreement  between the parties with  respect to such  employment
whatsoever.  Each party to this agreement  acknowledges that no  representation,
inducements,  promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party,  which are not embodied  herein,
and that no  other  agreement,  statement,  or  promise  not  contained  in this
agreement shall be valid or binding.  Any modification of this agreement will be
effective only if it is in writing and signed by both parties to this agreement.




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     (b)  Consultant  acknowledges  that  from  time to time,  the  Company  may
establish,  maintain and distribute Consultant manuals or handbooks or personnel
policy  manuals,  and  officers or other  representatives  of The Company of the
Company may make written or oral statements  relating to personnel  policies and
procedures. Such manuals, handbooks and statements are intended only for general
guidance. No policies, procedures or statements of any nature by or on behalf of
The Company or the Company (whether written or oral and whether or not contained
in any Consultant manual or handbook or personnel policy manual), and no acts or
practices  of any nature,  shall be  construed  to modify this  Agreement  or to
create express or implied obligations of any nature to Consultant.

     (c) Words used  herein,  regardless  of the number and gender  specifically
used,  shall be deemed and  construed to include any other  number,  singular or
plural,  and any other  gender,  masculine,  feminine or neuter,  as the context
indicates is appropriate.


14.  Assignment

     All of the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective  heirs,  executors,
administrators,  legal  representatives,  successors  and assigns of the parties
hereto,  except that the duties and responsibilities of Consultant hereunder are
of a personal  nature and shall not be assignable or  delegatable in whole or in
part by Consultant.


15.  Severability

     If any  provision  of this  Agreement or  application  thereof to anyone or
under any  circumstances  is adjudicated to be invalid or  unenforceable  in any
jurisdiction,  such  invalidity or  unenforceability  shall not affect any other
provision or application and shall not invalidate or render  unenforceable  such
provision or application in any other jurisdiction.


16.  Remedies Cumulative: No Waiver:

     No remedy conferred upon the Company or the Consultant by this Agreement is
intended to be  exclusive  of any other  remedy,  and each and every such remedy
shall be cumulative and shall be in addition to any remedy given hereunder or




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now or  hereafter  existing  at law or in equity.  No delay or  omission  by the
Company or  Consultant  in exercising  any right,  remedy or power  hereunder or
existing at law or in equity  shall be construed  as a waiver  thereof,  and any
such right, remedy or power may be exercised by the Company or the employee from
time to time and as often as may be deemed expedient or necessary by the Company
or the Consultant at its sole discretion.


17.  Indemnification:

     17.1 Third-Party Proceedings.

     The Company shall  indemnify  Consultant if Consultant is or was a party or
     is threatened to be made a party to any threatened,  pending,  or completed
     action  or  proceedings,  whether  civil,  criminal,   administrative,   or
     investigative  (other than an action by or in the right of the  Company) by
     reason of the fact that Consultant is or was a director, officer, employee,
     or agent of the Company or a Subsidiary (as hereinafter defined), by reason
     of any  action or  inaction  on the part of  Consultant  while a  director,
     officer,  employee, or agent or by reason of the fact that Consultant is or
     was serving at the request of the Company as a director, officer, employee,
     or agent of another  corporation,  partnership,  joint venture,  trust,  or
     other enterprise,  against expenses (including  reasonable attorneys fees),
     judgments,  fines,  and amounts paid in settlement  (if such  settlement is
     approved  in  advance  by  the  Company,   which   approval  shall  not  be
     unreasonably  withheld)  actually and reasonably  incurred by Consultant in
     connection  with  such  action  or  proceeding  unless  the  Company  shall
     establish  that (a)  Consultant  did not act in good  faith and in a manner
     Consultant  reasonably  believed to be in the best interests of the Company
     and, with respect to any criminal  action or proceeding,  had no reasonable
     cause to  believe  Consultant's  conduct  was  unlawful;  (b)  Consultant's
     actions  amounted to gross  negligence;  or (c)  Consultant's  actions were
     performed with knowledge and intent to harm the Company, The termination of
     any action or proceeding by judgment,  order,  settlement,  conviction,  or




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     upon a plea of nolo  contendere  or its  equivalent,  shall not, of itself,
     create a presumption (i) that Consultant did not act in good faith and in a
     manner which Consultant  reasonably believed to be in the best interests of
     the Company;  or (ii) with respect to any  criminal  action or  proceeding,
     that Consultant had reasonable cause to believe that  Consultant's  conduct
     was unlawful.

     17.2 Proceedings by or in the Right of the Company.

     The Company shall  indemnify  Consultant if Consultant was or is a party or
     is threatened to be made a party to any threatened,  pending,  or completed
     action or proceeding by or in the right of the Company or any Subsidiary of
     the  Company to procure a judgment  in its favor by reason of the fact that
     Consultant  is or was a  director,  officer,  Consultant,  or  agent of the
     Company,  or any  Subsidiary  of the  Company,  by reason of any  action or
     inaction on the part of Consultant while a director,  officer,  consultant,
     or agent or by reason of the fact that  Consultant is or was serving at the
     request  of the  Company  as a  director,  officer,  employee,  or agent of
     another   corporation,   partnership,   joint  venture,   trust,  or  other
     enterprise, against expenses (including reasonable attorney's fees) and, to
     the fullest  extent  permitted by law,  amounts paid in  settlement of such
     action  or  proceeding  unless  the  Company  shall  establish  any  of the
     following concerning the action:

          a.   That Consultant did not act in good faith;
          b.   Consultant acted in a manner Consultant could not have reasonably
               believed  to be in the  best  interests  of the  Company  and its
               Members;
          c.   The  Consultant  actions were  intentiona and with knowledge that
               such actions would result in the harm complained of;
          d.   Consultant's actions amount to gross negligence; or
          e.   Consultant's actions were outside the scope of his employment.

     No  indemnification  shall be made in respect of any claim, issue or matter
     as to which Consultant shall have been adjudged to be liable to the Company




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     in the performance of Consultant's duty to the Company or any Subsidiary of
     the  Company  unless  and only to the  extent  that the court in which such
     action or  proceeding is or was pending shall  determine  upon  application
     that, in view of all the  circumstances  of the case,  Consultant is fairly
     and  reasonably  entitled to  indemnity  for  expenses  or amounts  paid in
     settlement and then only to the extent that the court shall determine.

     17.3 Procedure.

     Any  indemnification  provided for in this Agreement shall be made no later
     than  forty-five  (45) days after the resolution (by judgment,  settlement,
     dismissal,  or otherwise) of the claim to which  indemnification is sought.
     If a claim under this Agreement,  under any statute, or under any provision
     of  the  Company's  Articles  of  Incorporation  or  bylaws  providing  for
     indemnification,  is not paid in full by the Company  within  such  period,
     Consultant  may,  but need  not,  at any time  thereafter  bring an  action
     against the Company to recover the unpaid amount of the claim and,  subject
     to ss. 17 of this Agreement,  Consultant  shall also be entitled to be paid
     for the expenses  (including  reasonable  attorneys' fees) of bringing such
     action.  It shall be a defense  to any such  action  (other  than an action
     brought to enforce a claim for  expenses  incurred in  connection  with any
     action or proceeding in advance of its final  disposition)  that Consultant
     has not met the  standards  of  conduct  which  make it  permissible  under
     applicable  law for the  Company  to  indemnify  Consultant  for the amount
     claimed,  but the burden of proving such  defense  shall be on the Company,
     and Consultant  shall be entitled to receive  interim  payments of expenses
     pursuant  to this  Agreement  unless and until such  defense may be finally
     adjudicated  by court order or judgment  from which no further right appeal
     exists.  It  is  the  parties'   intention  that  if  the  Company  contest
     Consultant's right to  indemnification,  the question of Consultant's right
     to  indemnification  shall be for the  court to  decide,  and  neither  the
     failure of the Company (including its Board of Directors,  any committee or
     subgroup  of the Board of  Directors,  independent  legal  counsel,  or its
     Members) to have made a determination that indemnification of Consultant is




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<PAGE>



     proper  in the  circumstances  because  Consultant  has met the  applicable
     standard of conduct required by applicable law, nor an actual determination
     by the Company (including its Board of Directors, any committee or subgroup
     of the Board of Directors,  independent legal counsel, or its Members) that
     Consultant has not met such applicable standard of conduct,  shall create a
     presumption  that Consultant has or has not met the applicable  standard of
     conduct.

     17.4 Notice to Insurers.

     If,  at the time of the  receip  of a notice  of a claim  pursuant  to this
     Agreement,  the Company has directors' and officers' liability insurance in
     effect,  the Company shall give prompt notice of the  commencement  of such
     proceeding to the insurers in accordance  with the  procedures set forth in
     the respective policies. The Company shall thereafter take all necessary or
     desirable  action  to  cause  such  insurers  to  pay,  on  behalf  of  the
     Consultant,  all  amounts  payable  as  a  result  of  such  proceeding  in
     accordance with the terms of such policies.

     17.5 Relationship to Other Sources.

     Consultant  shall not be required to exercise any rights  against any other
     parties (for example,  under any insurance policy purchased by the Company,
     Consultant, or any other person or entity) before Consultant, or Agreement.
     However,  to the extent the  Company  actually  indemnifies  Consultant  or
     advances  expenses,  the  Company  shall be  entitled  to enforce  any such
     rights,  which Consultant may have against third parties.  Consultant shall
     assist  the  Company  in  enforcing   those  rights  if  the  Company  pays
     Consultant's reasonable costs and expenses of doing so.

     17.6 Selection of Counsel.

     In the event the Company shall be obligated under this Agreement to pay the
     expenses of any proceeding against Consultant, the Company, if appropriate,
     shall be entitled to assume the defense of such  proceeding,  with  counsel
     approved by Consultant,  which approval shall not be unreasonably withheld,
     upon the delivery to Consultant of written notice of its election to do so.
     After  delivery of such notice,  approval of such counsel by Consultant and
     the  retention  of such  counsel by the  Company,  the Company  will not be




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<PAGE>



     liable  to  Consultant  under  this  Agreement  for  any  fees  of  counsel
     subsequently  incurred by Consultant  with respect to the same  proceeding,
     provided that (i) Consultant  shall have the right to employ counsel in any
     such proceeding at Consultant's  expense; and (ii) if (A) the employment of
     counsel by  Consultant  has been  previously  authorized by the Company (B)
     Consultant shall have reasonably  concluded that there may be a conflict of
     interest  between  the Company  and  Consultant  in the conduct of any such
     defense,  or (C) the Company shall not, in fact,  have employed  counsel to
     assume  the  defense  of such  proceeding,  then  the  reasonable  fees and
     expenses of Consultant's counsel shall be at the expense of the Company.

     17.7 Additional Rights

     a.  Scope.  Notwithstanding  any other  provision  of this  Agreement,  the
     Company  hereby  agrees to indemnify the  Consultant to the fullest  extent
     permitted  by  law,   notwithstanding  that  such  indemnification  is  not
     specifically  authorized  by the other  provisions of this  Agreement,  the
     Company's  Articles of Incorporation,  the Company's bylaws, or by statute.
     In the  event  of any  change,  after  the date of this  Agreement,  in any
     applicable  law,  statute,  or rule  which  expands  the right of a Limited
     Liability Company or other corporate entity to indemnify a member of its or
     a  Subsidiary's  board of directors or an officer,  such changes  shall be,
     ipso facto,  within the purview of  Consultant's  rights and the  Company's
     obligations,  under  this  Agreement.  In the  event of any  change  in any
     applicable law,  statute,  or rule which narrows the right of a corporation
     or other  corporate  entity to indemnify a member of its or a  Subsidiary's
     Board of Directors or an officer, such changes, to the extent not otherwise
     required  by such law,  statute,  or rule to be applied  to this  Agreement
     shall  have  no  effect  on  this  Agreement  or  the  parties  rights  and
     obligations hereunder.




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<PAGE>



     b. Nonexclusivity. The indemnification provided by this Agreement shall not
     be deemed  exclusive of any rights to which Consultant my be entitled under
     the Company's  Articles of Incorporation,  its bylaws,  any agreement,  any
     vote of Members or  disinterested  directors,  the  Corporations Law of the
     State of Nevada, or otherwise,  both as to action in Consultant's  official
     capacity  and as to action or inaction in another  capacity  while  holding
     such  office.  The  indemnification  provided  under this  Agreement  shall
     continue as to  Consultant  for any action taken or not taken while serving
     in an indemnified  capacity even though Consultant may have ceased to serve
     in such  capacity  at the time of any action or other cover  proceeding  is
     commenced.

     c. Partial  Indemnification.  Consultant is entitled under any provision of
     this Agreement to  indemnification  by the Company for some or a portion of
     the expenses judgments, fines, or penalties actually or reasonably incurred
     in the  investigation,  defense,  appeal,  or  settlement  of any  civil or
     criminal  action or  proceeding,  but not,  however,  for the total  amount
     thereof,  the  Company  shall  nevertheless  indemnify  Consultant  for the
     portion  of  such  expenses,   judgments,  fines,  or  penalties  to  which
     Consultant is entitled.

     d.  Acknowledgment.  Both the Company and  Consultant  acknowledge  that in
     certain instances, federal law or applicable public policy may prohibit the
     Company from  indemnifying  its directors and officers under this Agreement
     or otherwise.  Consultant understands and acknowledges that the Company has
     undertaken  or  may be  required  in  the  future  to  undertake  with  the
     Securities   and   Exchange   Commission   to  submit   the   question   of
     indemnification to a court in certain  circumstances for a determination of
     the Company's right under public policy to indemnify Consultant.


18.  Miscellaneous

     All section  headings  are for  convenience  only.  This  Agreement  may be
executed in several counterparts, each of which is an original.  It shall not be





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<PAGE>



necessary in making proof of this Agreement or any counterpart hereof to produce
or account for any of the other counterparts.

     IN WITNESS WHEREOF,  the undersigned,  intending to be legally bound,  have
executed this Agreement as of the date first above written.



/s/ Gerald C. Parker                            /s/ Victor Mezhibovsky
------------------------                        ------------------------
321 Play, Inc.                                  Consultant

Gerald C. Parker                                Victor Mezhibovsky
------------------------                        ------------------------
Printed Name                                    Printed Name

Chairman                                        President
------------------------                        ------------------------
Title                                           Title









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