Exhibit
        10.24

    

     

    CONSULTING
      AGREEMENT

    


    This
      Consulting Agreement (the “Agreement”), effective as of this 22nd day of May,
      2007 (the “Effective Date”) is entered into by and between, New Castle
      Consulting, LLC (herein referred to as the “Consultant”) and Spectre Gaming,
      Inc. (herein referred to as the “Company”).

    


    RECITALS

    


    WHEREAS,
      Company desires to engage the services of Consultant to consult, assist and
      advise the Company in identifying investor relations and/or public relations
      and/or market relations organizations to be utilized by the Company and
      assisting the Company with such investor relations and/or public relations
      and/or market relations organizations which are engaged by the
      Company;

    


    NOW
      THEREFORE, in consideration of the promises and the mutual covenants and
      agreements hereinafter set forth, the parties hereto covenant and agree as
      follows:

    


    1. Term
      of
      Consultancy. Company hereby agrees to retain the Consultant to act in a
      consulting capacity to the Company, and the Consultant hereby agrees to provide
      services to the Company commencing on the Effective Date and ending 6 months
      from the Effective Date unless terminated pursuant to Section 8 of this
      Agreement.

    


    2. Services.
      During the term of this Agreement, Consultant’s services may include, but will
      not necessarily be limited to, providing the following services on behalf of
      and
      for the benefit of the Company:

    


    A.
      Analyze Company’s needs with respect to investor relations and/or market
      relations;

    


    B.
      Consult, assist and advise the Company with respect to its needs for investor
      relations and/or market relations;

    


    C.
      Oversee and facilitate, for the benefit of the Company, any and all investor
      relations and/or market relations organizations which are engaged by the
      Company;

    


    D.
      Consult and assist the Company in developing and implementing appropriate plans
      and means for presenting the Company and its business plans, strategy, and
      personnel to the financial community;

    


    E.
      Otherwise perform as the Company’s consultant for investor relations and/or
      market relations;

    


    F.
      Assist
      and advise the Company with respect to its relations with brokers, dealers,
      analysts, and other investment professionals.

    


    3. Allocation
      of Time and Energies. The Consultant hereby promises to perform and discharge
      faithfully the responsibilities which may be assigned to the Consultant from
      time to time by the officers and duly authorized representatives of the Company
      under this Agreement. Consultant shall diligently and thoroughly provide the
      consulting services required hereunder. Although no specific hours-per-day
      requirement will be required, Consultant and the Company agree that Consultant
      will perform the duties set forth herein above in a diligent and professional
      manner.  

    


    4. Remuneration.
      As full and complete compensation for services described in this Agreement,
      the
      Company shall compensate Consultant as follows:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    4.1
      For
      undertaking this engagement and for other good and valuable consideration,
      the
      Company agrees to cause to be delivered to the Consultant a “Commencement Bonus”
payable in the form of 1,100,000 (one million one hundred thousand) shares
      of
      the Company’s Restricted Common Stock, which represents less than 5% of the
      issued and outstanding shares of common stock in the Company. This Commencement
      Bonus shall be issued to the Consultant immediately following execution of
      this
      Agreement and shall, when issued and delivered to Consultant, be fully paid
      and
      non-assessable. The Company understands and agrees that Consultant has foregone
      significant opportunities to accept this engagement. The shares of common stock
      issued as a Commencement Bonus, therefore, constitute payment for Consultant’s
      agreement to consult to the Company and are a non-refundable, non-apportionable,
      and non-ratable retainer; such shares of common stock are not a prepayment
      for
      future services. If the Company decides to terminate this Agreement after
      entered into for any reason whatsoever, it is agreed and understood that
      Consultant will not be requested or demanded by the Company to return any of
      the
      shares of Common Stock paid to it as Commencement Bonus hereunder. Further,
      if
      and in the event the Company is acquired in whole or in part, during the term
      of
      this Agreement, it is agreed and understood Consultant will not be requested
      or
      demanded by the Company to return any of the shares of Common Stock paid to
      it
      hereunder. It is further agreed that if at any time during the term of this
      Agreement, the Company or substantially all of the Company’s assets are merged
      with or acquired by another entity, or some other change occurs in the legal
      entity that constitutes the Company, the Consultant shall retain and will not
      be
      requested by the Company to return any of the shares of Common
      Stock. 

    


    4.2
      With
      each transfer of shares of Common Stock to be issued pursuant to this Agreement
      (collectively, the “Shares”), Company shall cause to be issued a certificate
      representing the Common Stock and a written opinion of counsel for the Company
      stating that said shares are validly issued, fully paid, and non- assessable
      and
      that the issuance and eventual transfer of them to Consultant pursuant to this
      Agreement shall have been validly issued, fully paid, and non-assessable and
      that the issuance, and any transfer of them to Consultant shall have been duly
      authorized by the Company’s board of directors. 

    


    5. Non-Assignability
      of Services. Consultant’s services under this contract are offered to Company
      only and may not be assigned by Company to any entity with which Company merges
      or which acquires the Company or substantially all of its assets. In the event
      of such merger or acquisition, all compensation to Consultant herein under
      the
      schedules set forth herein shall remain due and payable, and any compensation
      received by the Consultant may be retained in the entirety by Consultant, all
      without any reduction or pro-rating and shall be considered and remain fully
      paid and non-assessable. Notwithstanding the non-assignability of Consultant’s
      services, Company shall assure that in the event of any merger, acquisition
      or
      similar change of form of entity, that its successor entity shall agree to
      complete all obligations to Consultant, including the provision and transfer
      of
      all compensation herein and the preservation of the value thereof consistent
      with the rights granted to Consultant by the Company herein, and to
      Shareholders.

    


    6. Indemnification.
      The Company warrants and represents that all oral communication, written
      documents or materials furnished to Consultant by the Company with respect
      to
      financial affairs, operations, profitability and strategic planning of the
      Company are accurate and Consultant may rely upon the accuracy thereof without
      independent investigation. The Company will protect, indemnify, and hold
      harmless Consultant (including its officers, directors, employees and agents)
      against any claims or litigation including any damages, liability, cost and
      reasonable attorney’s fees as incurred with respect thereto resulting from
      Consultant’s communication or dissemination of any said information, documents,
      or materials. Company further agrees to protect, indemnify, and hold harmless
      Consultant (including its officers, directors, employees, and agents) against
      any claims or litigation including any damages, liability, cost and reasonable
      attorney’s fees as incurred with respect thereto resulting from any and all
      breaches by Company and/or Company’s officers, directors, employees, agents, and
      any and all market relations, public relations, and investor relations
      organizations introduced to Company by Consultant and subsequently engaged
      by
      Company, including misrepresentations and/or omission of fact and from any
      and
      all violations and applicable laws and regulations.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    7. Representations.
      Consultant represents that it is not required to maintain any licenses and
      registrations under federal or any state regulations necessary to perform the
      services set forth herein. Consultant further acknowledges that it is not a
      securities Broker Dealer or a registered investment advisor and is not and
      will
      not perform any tasks which require Consultant to be licensed as such. Company
      acknowledges that, to the best of its knowledge, that it has not violated any
      rule or provision of any regulatory agency having jurisdiction over the Company.
      Company acknowledges that, to the best of its knowledge, Company is not the
      subject of any investigation, claim, decree, or judgement involving any
      violation of the SEC or securities laws. Both Company and Consultant acknowledge
      that Company is under no obligation to follow and/or act in accordance with
      the
      recommendations made by Consultant in connection with this Agreement. Company
      represents that its decision to not act in accordance with Consultant’s
      recommendations in no way affects Company’s obligations as set forth in Section
      4 herein above. Company acknowledges that it remains responsible any and all
      additional due diligence it deems necessary and appropriate respecting the
      investor relations, market relations, and public relations organizations
      introduced to it by Consultant. Company further represents and acknowledges
      that
      Consultant is not responsible and not liable for the actions taken by those
      investor relations, market relations, and public relations organizations that
      are introduced to it by Consultant and subsequently engaged by
      Company.

    


    8. Termination.
      This Agreement may be terminated by Consultant during the Term hereof by notice
      to the Company in the event that the Company shall have provided materially
      inaccurate or misleading information, of any type or nature, to the Consultant,
      or failed or been unable to comply in any material respect with any of the
      terms, conditions or provisions of this Agreement on the part of the Company
      to
      be performed, complied with or fulfilled within the respective times, if any,
      herein provided for, unless compliance therewith or the performance or
      satisfaction thereof shall have been expressly waived by Consultant in writing.
      Any termination of this Agreement pursuant to this Section 8 shall be without
      liability of any character (including, but not limited to, loss of anticipated
      profits or consequential damages) on the part of the Company, except that the
      Company shall remain obligated to pay the fees, other compensation and costs
      otherwise to be paid, as set forth in Sections 4 and 5 hereof.

    


    9. Legal
      Representation. The Company acknowledges that it has been represented by
      independent legal counsel in the preparation of this Agreement. Consultant
      represents that it has consulted with independent legal counsel and/or tax/,
      financial and business advisors, to the extent the consultant deemed necessary.
      

    


    10. Status
      as
      Independent Contractor. Consultant’s engagement pursuant to this Agreement shall
      be as independent contractor, and not as an employee, officer or other agent
      of
      the Company. Neither party to this Agreement shall represent or hold itself
      out
      to be the employer or employee of the other. Consultant further acknowledges
      the
      consideration provided hereinabove is a gross amount of consideration and that
      the Company will not withhold from such consideration any amounts as to income
      taxes, social security payments or any other payroll taxes. All such income
      taxes and other such payment shall be made or provided for by Consultant and
      the
      Company shall have no responsibility or duties regarding such matters. Neither
      the Company nor the Consultant possesses the authority to bind each other in
      any
      agreements without the express written consent of the entity to be
      bound.

    


    11. Waiver.
      The waiver by either party of a breach of any provision of this Agreement by
      the
      other party shall not operate or be construed as a waiver of any subsequent
      breach by such other party.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    12. Notices.
      Any notices or other communications required or permitted hereunder shall be
      sufficiently given if personally delivered, or sent by express mail or telegram,
      or transmitted by fax or e-mail, addressed as set forth herein
      below.

    


    If
      to
      Consultant:

     

    New
      Castle Consulting, LLC

    537
      North
      State Rd #151

    Briarcliff
      Manor, NY 10510

    


    If
      to the
      Company:

    


    Spectre
      Gaming, Inc.

    14200
      23rd
      Avenue
      N.

    Minneapolis,
      MN 55447

    


    13. Confidentiality.
      This entire Agreement, including the terms of this Agreement, shall remain
      confidential in its entirety and will not be disclosed to anyone without first
      receiving written consent to do so. This is a material part of this
      Agreement.

    


    14. Complete
      Agreement. This Agreement contains the entire agreement of the parties relating
      to the subject matter hereof. This Agreement and its terms may not be changed
      orally but only by an agreement in writing signed by the party against whom
      enforcement of any waiver, change, modification, extension or discharge is
      sought. In the event that any particular provision or provisions of this
      Agreement shall for any reason hereafter be determined to be unenforceable,
      or
      in violation of any law, governmental order or regulation, such unenforceability
      or violation shall not affect the remaining provisions of this Agreement, which
      shall continue in full force and act and be binding upon the respective parties
      hereto. The language of this Agreement shall be construed as a whole, according
      to its fair meaning and intent, and not strictly for or against either party
      hereto, regardless of who drafted or was principally responsible for drafting
      the Agreement or the terms or conditions hereof.

    


    AGREED
      TO:

    


    New
      Castle Consulting, LLC

    


    Date
       May
      9,
      2007                            


    


    By
       /s/
      Len
      Panzer                            


    Len
      Panzer

    


    Spectre
      Gaming Inc.

    


    Date
       May
      9,
      2007                            


    


    By
       /s/
      D.
      Bradly
      Olah                     


    D.
      Bradly
      Olah

    Chief
      Executive Officer