INDEPENDENT CONTRACTOR AGREEMENT

                        INDEPENDENT CONTRACTOR AGREEMENT

This INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is made and entered into as

of this 16th day of August 2004 (the Effective Date) by and between: TAG

Entertainment, Inc., a California corporation having its principle place of

business at 4130 Cahuenga Blvd., 2nd floor, Universal City, California 91602

("TAG"); and (ii) Raymond J. Skiptunis, an individual having its principle place

of residence at 4133 Demoline Circle, Las Vegas, Nevada ("RJS") with each of TAG

and RJS being a Party; and collectively, the Parties with reference to the

following:

          WHEREAS. TAG is a California corporation.

          WHEREAS, RJS is a consultant offering advisor,' services in the areas

of general corporate matters, investment banking, accounting, mergers,

acquisitions, financing, investor relations;

          WHEREAS, TAG and RJS wish to formalize their current relationship

whereby RJS will assist TAG in its' strategic plan to merge in to a public

company ("public shell") including the transitioning of the company from private

to public, assist in the public trading of the stock and assist the company in

general corporate matters.

          NOW, THEREFORE, it is further hereby understood and agreed:

1. ENGAGEMENT OF RJS.

Services. TAG hereby engages RJS, and RJS hereby agrees to be engaged by TAG, as

an independent contractor to perform on TAG's behalf general corporate

consulting services including advising and assisting with the merger of TAG into

a public company including the transitioning of the company from private to

public, listing of the company's stock on a United States Exchange, the

structure and formation of the capitalization of the company, assisting in

sourcing and securing market makers for the publicly traded entity, along with

such other corporate advisory services as may be assigned to RJS by TAG from

time to time (collectively, the Services) in accordance with all of the terms

and conditions hereof. During RJS's engagement by TAG, RJS shall perform the

Services according to TAG's general instructions and under TAG's general

direction, oral or written, and shall dedicate RJS time and resources to such

performance as may be commensurate with such Services.

2. INDEPENDENT CONTRACTOR STATUS.

The sole relationship between TAG and RJS shall be that of independent

contractors. RJS shall be exempt from tax withholding and shall be solely liable

for the payment of all income, self-employment, and other taxes assessed on PJS

or otherwise arising from RJS's performance of Services for TAG. RJS shall

receive no overtime pay, insurance, paid vacation, or similar fringe benefits

from TAG. unless specifically indicated and agreed to.

3. COMPENSATION.

a) Cash and Equity: For Services rendered by RJS, RJS shall be paid a monthly

fee of $10,000.00 payable in advance upon signing of this agreement. Thereafter,

the monthly fee will be payable on the 15th of each month, for a period of one

year. TAG also agrees to pay RJS a performance bonus as follows: upon the

successful completion of a capital raise up to US $5.0 million TAG will pay to

RJS a cash bonus of 2%, and on cash raises in excess of US$5.0 million TAG will

pay RJS a 1% cash bonus. In addition, TAG will issue to RJS 200,000 (two hundred

thousand) options of TAG's publicly traded stock, vesting as follows: 100,000

immediately, and 100,000 one year from the date of this agreement, with a strike

price of $0.20 and a cashless exercise provision, and "piggyback" registration

rights on the 200,000 shares.

4. EXPENSES.

TAG shall reimburse RJS for expenses incurred by RJS directly in furtherance of

RJS's performance of Services provided that any such expenses, in excess of

$200.00, shall first be: (i) approved by TAG in advance of their expenditure in

TAG's sole and absolute discretion; and (ii) set forth on RJS's invoice

applicable to the period in which such expenses are made by RJS.

5. INTELLECTUAL PROPERTY PROTECTION AND OWNERSHIP.

Confidential Information. The Parties acknowledge and agree that during RJS's

performance of Services, RJS and TAG may be exposed to information relating to

the other that is not generally known by third parties, including without

limitation information regarding RJS's and/or TAG's business, finances,

customers, employees, technology, operations, products, and plans, whether or

not design