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Form Of Consulting Agreement

Consulting Services Agreement

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 This Consulting Services Agreement involves

PowerHouse Technologies Group, Inc

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Governing Law: California     Date: 3/29/2005
Industry: Software and Programming     Sector: Technology

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Exhibit 4.3


THIS CONSULTING AGREEMENT is entered into between PowerHouse Technologies

Group, Inc., a California corporation (the "Company"), and [__________] (the

"Consultant"), effective this [___] day of [______], [___].


WHEREAS, the Company desires to retain the services of the Consultant and

the Consultant desires to provide services to the Company upon the terms and

conditions provided herein.

NOW, THEREFORE, in consideration of the premise and the covenants

hereinafter contained, the parties agree as follows:

1. Consulting Services. The Consultant agrees to provide consulting

services to the Company during the term of this Agreement. The nature of the

services so to be provided shall be set forth on Schedule A.

2. Extent of Services. The Consultant shall personally provide the

consulting services described herein. The Company understands that the nature of

the services to be provided are part time and that the Consultant will be

engaged in other business and consulting activities during the term of this


3. Term. The term of this Agreement shall commence as of the date hereof

and shall continue through [________], unless sooner terminated as provided


4. Consideration. In consideration of the execution of this Agreement, and

the performance of his obligations hereunder, the Consultant shall receive a fee

of $[________], payable in shares of common stock, $0.0001 par value per share,

of the Company (the "Shares"). The value of the Shares shall be determined as of

the date of issuance. The Shares shall be delivered to the Consultant on the

date the Consultant completes performance of the consulting services described

herein. The Shares shall be subject to a registration statement that is

effective under the Securities Act of 1933, as amended, generally providing for

their unrestricted transfer.

5. Expenses. The Company shall pay or reimburse the Consultant for all

reasonable travel, business and miscellaneous expenses incurred by the

Consultant in performing its duties under this Agreement. Consultant shall not

incur any single expense in excess of $[________] without the prior written

consent of the Company.

6. Confidential Information.

(a) Confidentiality. Except as required in the performance of his

duties to the Company, the Consultant shall treat as confidential and

shall not, directly or indirectly, use, disseminate, disclose, publish

or otherwise make available any Confidential Information (as hereafter

defined) or any portion thereof. In furtherance of the foregoing, the

Consultant shall be permitted to disclose Confidential Information to

those of its employees, managers, members, agents, accountants,

attorneys and consultants who


reasonably need to know such information in order for the Consultant to

reasonably perform its duties hereunder

(b) Return of Confidential Information. Upon termination of this

Agreement, and upon the written request of the Company, all documents,

records, notebooks, computer files, tapes and diskettes and similar

repositories containing Confidential Information, including copies

thereof, then in the Consultant's possession, whether prepared by him

or others, shall be promptly destroyed by the Consultant or returned to

the Company. If at any time after the

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