CONSULTING AND NON-COMPETITION AGREEMENT


     This CONSULTING AND NONCOMPETITION AGREEMENT is made as of July 25, 2000,
between, YouthStream Media Networks, Inc. a Delaware Corporation (the
"Company"), and Andrew P. Weinreich (the "Consultant"), with reference to the
following facts.

     The Company desires to employ the services of Consultant to advise the
Company on the i) Strategic direction of the Company; ii) Organization of
corporate structure; iii) Mergers and acquisition strategy; and iv) Corporate
culture("Consulting Services").

     The Consultant desires to provide the Consulting Services.

     In consideration of the foregoing recitals and the mutual covenants herein,
the parties agree as follows:

     1.   Consultancy: Acceptance. The Company hereby retains the Consultant and
          the Consultant hereby accepts the Consultancy by the Company on the
          terms and conditions hereinafter set forth.

     2.   Term. The duration of the contract is for two years, with an option by
          the Company to terminate any time after six months, and an option by
          the Consultant to terminate at any time. Termination by either party
          shall be upon at least ten days prior written notice to the other
          party. "Term" as used herein, shall refer to that period of time in
          which the Consultant is engaged. For example, if the Consultancy is
          terminated after six months, "Term" shall refer to the initial
          six-month period.

     3.   Compensation. Compensation is to be paid at the rate of $150,000 per
          annum in year one and $165,000 per annum in year two.

     4.   Other Benefits. The Company will provide the equivalent cash to
          Consultant to pay for those benefits he would have otherwise received
          as a full-time employee. As set forth on Exhibit A, this amount is
          equal to $2,500 per month.

     5.   Competition and Intellectual Property. The Consultant acknowledges and
          agrees that during the Term of this Agreement, Consultant will not
          engage in the operation of any business which competes directly with
          the Company's Existing Lines of Business. "Existing Lines of Business"
          is defined herein as offline media properties targeted to the young
          adult audience, including postcards, magazines, and digital theatres
          on college campuses; online web sites whose primary focus is young
          adult communities with an advertising and/or e-commerce revenue model,
          including any technologies that define connectivity in terms of
          peoples real life relationships with other people; and an Application
          Service Provider business focused on bringing community tools to


<PAGE>


          new clients in furtherance of creating a web presence for such
          clients. The Company acknowledges that Consultant is in the business
          of starting new businesses, both as a principal and investor, and will
          be working on new business creation during the Term of this
          Consultancy with the Company, and unless such new business relates
          directly to the business planned, (only to the extent that Consultant
          is aware of such plans)or conducted by the Company, the Consultant
          shall have no obligation to present any new business ideas to the
          Company. The Company acknowledges and agrees that it shall have no
          interest whatsoever in any new business created by Consultant, or with
          any other business with which he may become involved in any capacity.
          Company further acknowledges that all intellectual property created by
          Consultant that does not compete with the Company's Existing Lines of
          Business and not covered by paragraph 7, is owned solely by
          Consultant.

     6.   Confidential Information. During the period of the non-compete (The
          Term of this agreement) and at all times hereafter, Consultant shall
          keep secret and retain in strictest confidence and shall not disclose
          or facilitate any other person to disclose, and shall not, directly or
          indirectly, use, permit or assist others to use, disclose or
          communicate to any person or entity for the benefit of himself or
          others any confidential data and information relating to the business
          of the Company, unless such data information or information becomes
          public knowledge, or unless Consultant is otherwise required by law to
          disclose such data or information.

     7.   Intellectual Property Rights. Consultant agrees to inform and disclose
          to the Company all work projects which he discovers, learns or creates
          that relate to Company's Existing Lines of Business during the term of
          the Consultancy. Consultant acknowledges that all intellectual
          property, creations, inventions or discoveries of Consultant that
          directly relate to Company's Existing Lines of Business are the sole
          property of the Company and shall be considered "works for hire."
          Consultant agrees that all work performed for hire under this
          Consulting Agreement for Company are the sole property of the Company
          and shall be considered "works for hire." Consultant agrees that all
          work performed for hire the consulting agreement for Company are the
          sale property of the Company and shall be considered "works for hire."
          The Consultant further agrees to take any action necessary to protect
          the Company's interest in this intellectual property, at the Company's
          expense.

          Company acknowledges that all intellectual property, creations,
          inventions or discoveries of Consultant that do not directly relate to
          Company's Existing Lines of Business, are the sole property of
          Consultant.

     8.   Time Commitment. Consultant agrees to commit on average up to one and
          one half days per week towards the Consultancy. Company and Consultant
          may mutually agree that Consultant's services are best utilized
          working more days consecutively with lengthy hiatuses between such
          service.

     9.   Use of Office Facilities. Company will make available to Consultant a
          laptop computer, cell phone, wireless device and other necessary
          equipment in furtherance of the Consultancy.


                                       2
<PAGE>


     10.  Termination. Upon termination, Consultant will keep laptop and other
          communication devices used during the Consultancy.

     11.  Severability. The invalidity of unenforceability of any provision
          hereof shall in no way affect the validity or enforceability of any
          other provision hereof.

     12.  Governing Law. This Agreement shall be governed by and construed and
          interpreted in accordance with the laws of the State of New York.

     13.  Arbitration. Company and Consultant agree that any dispute relating to
          this Agreement or the matters covered hereby shall be resolved
          exclusively by arbitration to be conducted only in the state of New
          York, county of New York, in accordance with the rules of the American
          Arbitration Association and applying the laws of New York State. Any
          award rendered by the arbitrator shall be final and binding, and
          judgment may be entered on it in any court of competent jurisdiction
          in the county and state of New York or as otherwise provided by law.

     14.  Entire Agreement. All obligations from Company to Consultant and
          Consultant to Company, which arose under Consultant's prior Employment
          agreement with Company, are no longer in effect. The Agreement
          contains the entire agreement of the parties and supersedes all prior
          or contemporaneous negotiations, correspondence, understandings and
          agreements between the parties, regarding the subject matter of this
          Agreement. This Agreement may not be amended or modified except in
          writing signed by both parties hereto and supported by new
          consideration.

     15.  Counterparts. This Agreement may be executed in two or more
          counterparts, each of which shall be deemed an original and all of
          which together shall constitute one and the same instrument.


"Consultant"

/s/ ANDREW P. WEINREICH
-------------------------------
Andrew P. Weinreich



"Company"

YouthStream Media, Inc.



/s/ JAMES LUCCHESI
-------------------------------

By:                 CEO
-------------------------------

Printed Name: JAMES LUCCHESI
-------------------------------

Title:
-------------------------------


                                       3
<PAGE>


                                EXHIBIT A


========================================================================
BENEFIT PAID BY COMPANY        POST-TAX DOLLARS        PRE-TAX DOLLARS
========================================================================
Social Security               $        11,250.00     $        22,277.23
-----------------------------------------------------------------------
COBRA                         $         3,540.00     $         7,009.90
-----------------------------------------------------------------------
Disability                    $           162.00     $           320.79
-----------------------------------------------------------------------
Life Insurance                $           198.00     $           392.08
-----------------------------------------------------------------------
Total Annual Benefits         $        15,150.00     $        30,000.00
-----------------------------------------------------------------------
Total Monthly Benefits        $         1,262.50     $         2,500.00
-----------------------------------------------------------------------

Pre-Tax refers to the pre-tax dollars necessary to provide the
post-tax benefit. This assumes a 38% federal tax bracket, and a
11.5% city and state tax bracket.


       TAX BURDEN
Federal                                    38.0%
City                                        3.5%
State                                       8.0%
===============================================
Total Tax Burden                           49.5%



                                    4