CONSULTING AGREEMENT

            This  Agreement  is made  and  entered  into as of the  25th  day of
February __, 2001 by and between Carlton Fleming (the "Consultant") and Monogram
Pictures,  Inc. ( the "Company") whose principal place of business is located at
777 North Palm Canyon Dr, Palm  Springs CA.,  both of whom enter this  agreement
under the following terms and conditions:

                                   WITNESSETH:

            WHEREAS,  Monogram Pictures,  Inc. desires to retain the services of
         the Consultant; and

            WHEREAS,  the  Consultant  has  experience in providing a variety of
         services  to this  Company  that are  seeking  expert  consultation  on
         matters such as Inside Product Sales efforts,  and legal and accounting
         expertise; and

           WHEREAS,  the Company  desires to retain and Consultant is willing to
         be retained for services to the Company under the terms and  conditions
         hereinafter set forth.

           NOW, THEREFORE,  in consideration of, and for the mutual promises and
         covenants   contained   herein,   and  for  other  good  and   valuable
         consideration, the receipt of which is hereby acknowledged, the parties
         agree as follows:

            1.    Duties of Consultant
                  --------------------

                  a.  Consultant is to provide  advice and opinions  relating to
         the Company and  assignees of any  individual  relating to all matters;
         and it is free to enter  into this  Agreement  and the  services  to be
         provided  pursuant to this Agreement are not in conflict with any other
         contractual  or other  obligation  to which  Consultant  is bound.  The
         Company  acknowledges  that  the  Consultant  is  in  the  business  of
         providing other public  companies with advise of the type  contemplated
         by this Agreement. Nothing herein contained shall be construed to limit
         or restrict the Consultant in conducting  such business with respect to
         others, or rendering such advice to others.

                  b.  During the term of this  Agreement,  the  Consultant  will
         provide the Company  with  product  sales  related  advice as specified
         below provided that the  consultant  shall not be required to undertake
         duties  not  reasonably  within  the scope of the  consulting  advisory
         service in which  Consultant is engaged  generally.  In  performance of
         these  duties,  the  Consultant  shall  provide  the  Company  with the
         benefits  of its  best  judgment  and  efforts.  It is  understood  and
         acknowledged by the parties that the value of the  Consultant's  advice
         is not  measurable  in any  quantitative  manner,  except as  described
         herein  and that the  amount of time spent  rendering  such  consulting
         advice shall be determined according to the Consultant's discretion.

                  c.  The  Consultant's  duties  shall  include,  but  will  not
         necessarily be limited to:

                           (i)  Recommendations  relating  to the  promotion  of
                           specific  business  operations and  investments;  and
                           (ii)  Advice   regarding   publicity  and  promotions
                           related to sales of the Companies  products,  and its
                           subsidiaries products.

          2.      Term
                  ----

                  The  term  of this  Agreement  shall  be for  six  (6)  months
         commencing as of the execution of this Agreement  ("commencement date")
         provided,  however, that this Agreement may be renewed or extended upon
         such terms and conditions as may be mutually agreed upon by the parties
         hereto or may be canceled by giving  thirty (30) day written  notice by
         either party to this agreement.  If the Company/Individual  cancels, it
         hereby agrees that it is not


<PAGE>
         3.       Payment
                  -------

                  At the  beginning  of each Term of this  Agreement  Under this
         Consultant shall be paid a non-refundable retainer of 100,000 shares of
         MOPX.OB.

         4.       Good Faith Performance
                  ----------------------

                  In  the  performance  of its  services,  Consultant  shall  be
         obligated  to act only in good  faith,  and  shall not be liable to the
         Company/Individual  for  errors in  judgment  not the result of willful
         misconduct. Consultant may look to such others for factual information,
         economic  advice  and/or  research upon which to base its advice to the
         Company/Individual  hereunder  as  Consultant  shall in good faith deem
         appropriate.

          5.      Notice
                  ------

                  Any  notice or other  communications  between  parties  hereto
         shall be sufficiently  given if sent by Federal Express or certified or
         registered  mail,  postage prepaid,  if to the other party's  principal
         place of business or to such address as may be hereafter  designated in
         writing by one party to the other.  Such notice or other  communication
         shall be deemed to be given on the date  verification  of delivery  was
         received.

          6.      Entire and Sole Agreement
                  -------------------------

                  This Agreement embodies the entire Agreement and understanding
         between the  Company/Individual  and the  Consultant and supersedes any
         and all  negotiations,  prior  discussions  and  preliminary  and prior
         agreements  and  understandings  related to the subject  matter hereof.
         This  Agreement may be modified only by a written  agreement  signed by
         all parties.

          7.      Authority
                  ---------

                  This  Agreement  has  been  dully  authorized,   executed  and
         delivered by and on behalf of the Company and Consultant.

          8.      Governing Law
                  -------------

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

          9.      Successors and Assigns
                  ----------------------

                  This Agreement and the rights  hereunder shall not be assigned
         by either party  (except by operation of law) and shall be binding upon
         and  inure  to  the  benefit  of  the  parties  and  their   respective
         successors, assigns and legal representatives.

         10.      Indemnification/Hold Harmless
                  -----------------------------

                  The  Company  irrevocably  covenants,  promises  and agrees to
         indemnify  Consultant and to hold Consultant  harmless from and against
         any and all losses, claims, expenses, suits, damages, costs, demands or
         liabilities,  joint or several,  of whatever  kind or nature  which the
         Company  may  sustain or to which the  Company  may  become  subject or
         arising out of or relating in any way to the subject  matter of its day
         to day operations and actions of its officers and directors  including,
         without  limitation,  in each case attorneys'  fees, costs and expenses
         actually  incurred in defending  against or enforcing  any such losses,
         claims, expenses, suits, damages or liabilities.

<PAGE>
         11.      Severability
                  ------------

                  The  provisions  of this  Agreement  are meant to be  enforced
         severally so that the  determination  that one or more  provisions  are
         enforceable  or invalid  shall not affect or render  invalid  any other
         provision of this Agreement,  and such other  provisions shall continue
         to be in full force in accordance with their terms.

         12.      Attorney's Fees
                  ---------------

                  In the event that either  party must resort to legal action in
         order to enforce the  provisions  of this  Agreement  or to defend such
         action, the prevailing party shall be entitled to receive reimbursement
         from the nonprevailing party for all reasonable attorney's fees and all
         other costs  incurred in  commencing  or defending  such action,  or in
         enforcing  this  Agreement,  including but not limited to post judgment
         costs.

         13.      Waiver
                  ------

                  No waiver of any right, remedy or breach of a duty as provided
         herein shall be effective  unless it is in writing and is signed by the
         waiving  party,  no such waiver shall  constitute a waiver of any other
         right,  remedy, or breach; and no delay or failure to enforce any right
         or remedy shall preclude or affect the later  enforcement of such right
         or remedy.

         14.      No Agency or Partnership
                  ------------------------

                  The  Company's  agreement  to  cooperate  with  consultant  in
         connection with the provisions of this Agreement shall not be construed
         as making either party an agent or partner of the other partner.

         15.      Captions
                  --------

                  The paragraph and other  headings  contained in this Agreement
         are for  reference  purposes  only,  and shall  not limit or  otherwise
         affect the meaning hereof.

         16.      Counterparts
                  ------------

                  This Agreement may be executed simultaneously in any number of
         counterparts,  each of  which  counterparts  shall be  deemed  to be an
         original,  and such counterparts  shall constitute but one and the same
         instrument.


         IN WITNESS WHERE OF, the parties hereto have executed this Agreement as
of the date set forth above.

By:                                               By:



/s/DONNA ANDERSON                                 /s/CARLTON FLEMING
--------------------------------                  ------------------------------
Monogram Pictures, Inc                            Carlton Fleming