EXHIBIT 10.5


CONSULTING  AGREEMENT,  dated as of FEBRUARY 23,2007 , between NT MEDIA CORP., a
Delaware  Corporation  (the  "Company")  and AMIR  PIRNIA,  an  Individual  (the
"Consultant").

                                   WITNESSETH:

         WHEREAS,   the  Consultant  has  expertise  in  the  assisting  in  the
development and expansion of companies such as the Company, and

         WHEREAS,  the Company  desires to retain the services of the Consultant
to render  strategic  advice and services with respect to the development of the
Company; and

         WHEREAS,  the Consultant  wishes to render such services to the Company
upon the terms, conditions and covenants set forth in this Agreement.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
hereinafter  set forth,  and subject to the  conditions  contained  herein,  the
parties hereto hereby agree as follows:

I.       TERMS OF SERVICE:

         SECTION 1.01  DUTIES:   The   Consultant   will  advise  the  Company's
management,  employees,  and  agents  with  respect  to the  Company's  field of
interest and  business,  and  strategic and  commercial  matters  related to the
Consultant's  expertise.  The  Consultant  will use best  efforts  to assist the
company in overall operational and business strategy.  Upon reasonable notice to
the  Consultant,  the Company will have access to the  Consultant  at reasonable
times in  order to  discuss  matters  related  to the  Company's  business.  The
services to be provided by the Consultant pursuant to the terms hereof,  whether
such services are performed verbally or in writing, shall be reasonable in terms
of hours per month.  If no such  services are  requested,  the  consulting  fees
provided  for herein shall still be paid.  Notwithstanding  the  foregoing,  the
Consultant  will use the  Consultants  best  efforts  to provide  the  following
services:  1.01.A:CONSULTANT SHALL USE HIS EXPERTISE,  EXPERIENCE,  AND INDUSTRY
CONTACTS TO ADVISE AND ASSIST THE COMPANY IN IT'S  DEVELOPMENT  OF NEW  WEBSITES
BOTH FOR ORDINARY  CORPORATE USE AS WELL AS FOR DIGITAL MEDIA CONTENT MANAGEMENT
AND DELIVERY.  IN ADDITION , CONSULTANT SHALL MAKE HIMSELF  AVAILABLE AND ASSESS
FEASIBILITY OF CERTAIN  INTERNET  VENTURES THAT THE COMPANY MAY BE EVALUATING IN
IT'S PURSUIT OF DIGITAL/INTERNET PORTIONS OF IT'S BUSINESS DEVELOPMENT.

         SECTION 1.02 TERM: TERMINATION: The term (the "Term") of this Agreement
shall be 90 DAYS,  commencing  on the date  hereof.  In the event of any earlier
termination  of this  Agreement,


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the parties  hereto agree that the  Consultant  shall be entitled to the amounts
otherwise due hereunder notwithstanding such termination.

         SECTION 1.03  CONSULTING FEE.

         (a)      The Company shall pay the Consultant  3,800,000  shares of the
Company's  common  stock (the  "Stock").  The Stock  shall have been  previously
registered on form s-8

         SECTION  1.04  EXPENSES.  If the Company  requests  the  Consultant  to
provide any  specific  services  hereunder  that cause the  Consultant  to incur
expenses,  the Company  shall  reimburse  the  Consultant  for all expenses upon
presentation  of  expense  vouchers  or  statements  or  such  other  supporting
information  as the  Company  may  require.  However,  notwithstanding  anything
contained in the foregoing to the contrary,  the Consultant  shall not incur any
reimbursable  expense in excess of $250.00  without the prior written consent of
the Company.

II.      MISCELLANEOUS:

         SECTION  2.01 NO  VIOLATION  OF OTHER  AGREEMENTS.  Each of the parties
hereto represents and warrants that execution,  delivery, or performance of this
Agreement does not conflict  with, or violate the terms of, any other  agreement
to which it is a party or by which it is bound.

         SECTION 2.02  SERVICES NOT PROVIDED.

         (a)      The Company and the Consultant agree that the Consultant shall
not provide any of the following services to the Company during the Term of this
Agreement: 1. No services involving the raising of capital by the Company; 2. No
services  involving the promotion of the Company's publicly trading stock; 3. No
investor relations services.

         SECTION 2.03  INDEPENDENT CONTRACTOR:  LIMITATION OF LIABILITY.

         (a)      The  Consultant is an  independent  contractor to the Company,
and nothing herein shall be deemed to constitute the Consultant or its agents as
an employee or agent of the Company.

         (b)      The Company  acknowledges  that it remains solely  responsible
for the conduct and operation of its business and that the  Consultant  makes no
representation  or warranty and assumes no liability with respect to the outcome
or result of any  particular  course of  action or  operation  of the  Company's
business.

         SECTION 2.04 NOTICES. Any notice provided under this Agreement shall be
in writing  and shall be deemed to have been  effectively  given when  delivered
personally,  sent by private express mail service (such as Federal Express),  or
sent by registered or certified mail (return  receipt  requested) to the address
set forth in the introductory paragraph hereof (or to other address as any party
has furnished in writing to the other parties in accordance  with the provisions
of this Section 2.03).


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         SECTION 2.05 ASSIGNMENT. None of the parties may assign its interest in
this Agreement or delegate its responsibilities  hereunder without prior written
consent of the other party.

         SECTION 2.06 SEVERABILITY.  The invalidity or  unenforceability  of any
particular  provision of this Agreement or portion  thereof shall not affect the
validity or unenforceability of any other provision thereof. If any provision of
this Agreement is adjudicated to be so broad as to be unenforceable, it shall be
interpreted to be only as broad as is enforceable.

         SECTION  2.07  COUNTERPARTS:  GOVERNING  LAW.  This  Agreement  may  be
executed  in any  number  of  counterparts,  each of which  shall be  deemed  an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.  This  Agreement  shall be governed by, and  construed in accordance
with, the laws of the State of California,  without giving effect to conflict of
laws.

         SECTION  2.08  HEADINGS.  The  article  and  section  headings  in this
Agreement are solely for  convenience  of reference and shall be given no effect
in the construction or interpretation of this Agreement.


By: NT Media Corp.                               By: Amir Pirnia

By: /S/ ALI MOUSSAVI                             By: /S/ AMIR PIRNIA
    -------------------------------                  ---------------------------

Name:  ALI MOUSSAVI
Title: CEO

Date: 4/12/07                                    Date: 4/12/07


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