Consulting Agreement

Consulting Agreement

                              CONSULTING AGREEMENT

         THIS CONSULTING  AGREEMENT (this  "Agreement") is made and entered into
as of May 16, 2002, to be effective as of August 9, 2000 by and between American
Inflatables, Inc. (the "Company"), a Delaware corporation headquartered in Costa
Mesa,  California,  and Dale  Paisley,  a  resident  of the State of  California
("Consultant").

                                    RECITALS

         A. The Company hired  Consultant to provide services to the Company for
a three month period ending August 9, 2000 pursuant to that certain  Independent
Contractor/Consulting Agreement dated May 9, 2000 by and between the Company and
Consultant.

         B. Following the  expiration of the May 9, 2000  agreement  between the
Company and  Consultant,  Consultant  continued  to provide the  services to the
Company set forth below in this Agreement. These services were provided pursuant
to oral agreements between the Company and Consultant.

         C. The Company desires that Consultant  continue to provide services to
the Company,  and Consultant  desires to continue to provide such services.  The
Company  and  Consultant  desire to reduce to writing  and to amend and  restate
their  prior  oral  agreements  pertaining  to  the  provision  of  services  by
Consultant to the Company since the  expiration of the May 9, 2000 agreement and
after the date hereof as provided below in the Agreement.

         D. The Company has entered into a Share  Exchange  Agreement  dated May
16, 2002 (the "Share Exchange  Agreement")  with William R.  Fairbanks,  Red Oak
Limited Partnership and Douglas A. Brown (each an "ASDG Shareholder"),  the sole
shareholders  of American  Sports  Development  Group,  Inc.,  a South  Carolina
corporation ("ASDG"), and the ASDG Shareholders were unwilling to enter into the
Share Exchange  Agreement  unless the Company and  Consultant  entered into this
Agreement  as a condition  of closing of the  transactions  contemplated  in the
Share Exchange Agreement. The Company and Consultant both believe that the Share
Exchange  Agreement  and the  transactions  contemplated  therein  are in  their
respective best interests.

         NOW, THEREFORE,  for and in consideration of the mutual promises herein
contained  and the  benefits  that  have and will  inure to each of the  parties
hereto  and  as an  inducement  to the  ASDG  Shareholders  to  enter  into  and
consummate the transactions  contemplated in the Share Exchange  Agreement,  the
parties hereto do agree as follows:

     1.  SERVICES.  Subject  to the  terms  and  conditions  of this  Agreement,
Consultant  agrees to perform for Company  the  services  listed in the Scope of
Services section in SCHEDULE A, attached hereto and executed by both Company and
Consultant.  Such services are  hereinafter  referred to as "Services."  Company
agrees that Consultant  shall have ready access to Company's staff and resources
as  necessary  to  perform  the  Consultant's  Services  provided  for  by  this
Agreement.

                                       1


     2. PERIOD OF PERFORMANCE. The Company shall hire Consultant for the "Period
of  Performance"  as defined in SCHEDULE A, attached hereto and executed by both
Company and Consultant,  unless earlier terminated pursuant to the terms of this
Agreement.

     3. STANDARD OF PERFORMANCE.  Consultant agrees that the Services  performed
hereunder   will  represent  his  best  efforts  and  will  be  of  the  highest
professional standards and quality. If the Company requires Consultant to remedy
any deficiencies in the Services provided,  such corrections shall be made at no
additional charge to the Company.

     4. COMPLIANCE WITH COMPANY'S POLICIES.  Notwithstanding the fact that he is
an  independent  contractor,  while on the Company  premises,  Consultant  shall
observe and obey and cause his employees and subcontractors to observe and obey,
all  policies,  procedures,  rules,  and  regulations  of Company  applicable to
Company's own employees.

     5. COMPENSATION FOR SERVICES.  Company agrees to compensate  Consultant for
Services in accordance  with the terms and  conditions  described in SCHEDULE A,
attached  hereto  and  executed  by both  Company  and  Consultant.  6.  EXPENSE
REIMBURSEMENT:  Consultant  agrees  that he will  supply all  instrumentalities,
tools, implements, appliances, and other materials needed for the performance of
Services and will bear all routine business and operational expenses incurred to
perform such Services.  The Company will reimburse  Consultant for the following
out-of-pocket   expenses,   so  long  as  such  expenses  are  pre-approved  and
documented, and incurred in performing the Services:

     a.   TRAVEL  EXPENSES.  The  Company  shall  reimburse  Consultant  for the
          following  reasonable travel expenses incurred by Consultant  directly
          in the  performance  of Services for the Company:  (1)  transportation
          expenses,  including  coach class airfare,  rental cars, gas, and taxi
          fare; (2) hotel expenses;  (4) meals and (4) dry cleaning expenses for
          trips longer than three (3) days.

     b.   OTHER EXPENSES.  The Company shall also reimburse Consultant for other
          reasonable expenses incurred by Consultant directly in the performance
          of Services for the Company,  including  expenses for faxes,  business
          calls, etc.

     c.   RECEIPT REQUIRED.  For the reimbursement of expenses identified in the
          above paragraphs 6(a) and 6(b) that exceed ten dollars  ($10.00),  the
          Company  requires that the Consultant  present an original receipt for
          such expenses.

     7. INVOICING.  Company shall pay the amounts due to Consultant  pursuant to
paragraphs 5, 6(a), and 6(b) of this Agreement upon receipt of an invoice, which
shall be sent to Company  by  Consultant.  Company  shall pay the amount of such
invoice to  Consultant  within  fifteen  (15) days from the date the  invoice is
received by Company.

     8. RETURN OF COMPANY PROPERTY. When the Services are completed,  Consultant
agrees to return to the Company all  property of the  Company,  and all data and
records of Company Data, as defined herein,  including all copies thereof.  This
includes all of the Company's processes,  customer lists, customer requirements,
and  information   not  generally  known  relating  to  research,   development,
manufacture and sale of Company products.

                                       2


     9.  TERMINATION.  For the  duration  of the  Period  of  Performance,  this
Agreement may be terminated only:

     a.   by mutual agreement of the Company and Consultant;
     b.   by the Company if the Company reasonably  determines based on business
          necessity  that it no longer  requires the  Consultant  to perform the
          Services described in this Agreement;
     c.   by the Company if Consultant  materially  breaches this  Agreement and
          fails to cure any  such  breach  within  ten  (10)  days of  receiving
          written  notice from the Company  stating the  specific  nature of the
          breach;
     d.   by the Company, effective immediately,  if Consultant (a) is convicted
          or  pleads  guilty  or nolo  contendere  to a  felony  or  misdemeanor
          involving fraud, embezzlement, theft, or dishonesty, or other criminal
          conduct;  (b) commits any act of fraud or  dishonesty  with respect to
          the  Company;  or (c)  takes  other  action  that  is  likely,  in the
          reasonable,  good faith  judgment of the  Company,  to have a material
          adverse effect upon the Company; or
     e.   by Consultant if the Company  materially  breaches this  Agreement and
          fails to cure any  such  breach  within  ten  (10)  days of  receiving
          written  notice from  Consultant  stating the  specific  nature of the
          breach.

Effective as of the date of termination (the "Termination  Date"),  Consultant's
right to receive compensation hereunder shall cease (except to the extent, as of
the  Termination  Date,  that the  Company  owes  the  Consultant  for  Services
previously performed prior to the Termination Date).

     10.  NONDISCLOSURE  OF COMPANY DATA.  Whereas the Company has a proprietary
interest in, and its business is one that requires secrecy  concerning  "Company
Data,"*  which is defined as Company or ASDG  information  that is not generally
known by or readily  ascertainable  to the public,  and includes (i) inventions,
formulas,  data,  patterns,   designs,  drawings,   discoveries,   improvements,
know-how,  methods, processes, and methods employed or sold by the Company, ASDG
or relating  to their  businesses;  (ii) client data  (whether or not reduced to
writing or  capable of being  memorized),  including  but not  limited to client
lists,  client  preferences,  the specific  services and/or products provided to
specific clients,  client contacts,  pricing information,  concessions and prior
bids;  (iii)  marketing  information,  including  but not  limited  to  business
strategy,  plans and research; (iv) business plans, including but not limited to
capital projects; (v) financial  information;  and (vi) trade secrets as defined
by California  law.  Company Data includes  documents,  records,  tapes,  files,
media, and any other medium of communicating information.

     a.   Consultant  shall hold in trust for the  Company,  and not disclose to
          any  unauthorized  person  or use  for  any  purpose  other  than  the
          performance  of this  Agreement  any  Company  Data  without the prior

                                       3

- --------
* What may be  classified  as Company  Data,  Client  Data and/or  disclosed  or
removed pursuant to the normal course of Consultant's duties, will be determined
in the sole  discretion of the Company.  If Consultant has questions  about what
may be classified  as Company Data,  Client Data and/or what may be disclosed or
removed pursuant to the normal course of his/her duties with the Company, he/she
should request clarification from Company in writing.



          written  consent of the  Company,  unless and only to the extent  that
          Company Data becomes  generally  known to and available for use by the
          public other than as a result of Consultant's acts or omissions.

     b.   Consultant hereby acknowledges that during the performance of Services
          pursuant to this  Agreement,  the  Consultant  may learn of or receive
          Company Data  concerning the business or affairs of the Company and/or
          ASDG  that are the  property  of the  Company  or ASDG,  respectively.
          Therefore,  Consultant  hereby  confirms  that  all  such  information
          relating to the Company's or ASDG's business will be kept confidential
          by the  Consultant,  except to the  extent  that such  information  is
          required to be divulged to the Consultant's  clerical or support staff
          or  associates in order to enable  Consultant to perform  Consultant's
          obligations under this Agreement. Upon request by the Company or ASDG,
          Consultant shall deliver to the requesting party all memoranda, notes,
          plans, records,  reports,  computer tapes,  printouts and software and
          other documents and data (and copies thereof) relating to Company Data
          of the requesting party that Consultant may then possess or have under
          his or her control.

     11. REMEDIES FOR BREACH OF CONSULTANT'S COVENANTS OF NON-DISCLOSURE. If, at
the time of  enforcement  of paragraphs 10, 10(a) and 10(b) above, a court shall
hold  that the scope of  restrictions  stated  therein  are  unreasonable  under
circumstances then existing, the parties agree that the maximum scope reasonable
under such circumstances  shall be substituted for the stated scope and that the
court shall be allowed to revise the restrictions  contained herein to cover the
maximum  scope  permitted  by  law.  Consultant  agrees  that  the  restrictions
contained in paragraphs 10, 10(a) and 10(b) are reasonable.  In the event of the
breach  or a  threatened  breach  by  Consultant  of any of  the  provisions  of
paragraphs  10, 10(a) and 10(b) the Company,  in addition and  supplementary  to
other rights and remedies  existing at law or equity in its favor,  may apply to
any court of competent  jurisdiction for specific  performance and/or injunctive
or other relief in order to enforce or prevent any  violations of the provisions
hereof (without posting a bond or other security).

     12. REPRESENTATIONS. Consultant represents and warrants to the Company that
Consultant  is  subject  to  no  agreement  or  obligation  (including,  without
limitation,  any  non-competition or confidentiality  agreement) or bound by any
contract  with any person,  corporation,  or other  entity that would in any way
interfere with the  performance of  Consultant's  duties and  obligations to the
Company or ASDG under this  Agreement.  Consultant  agrees to hold the  Company,
ASDG and their officers, directors,  employees,  managers, members, shareholders
and agents harmless from any claim (and the expenses associated  therewith) by a
third party under a non-competition, confidentiality or similar agreement.

     13.  SURVIVAL.  Paragraphs 5 through 24 shall  survive and continue in full
force and effect notwithstanding any termination of this Agreement.

     14.  NOTICES.  All  notices,   consents,   changes  of  address  and  other
communications  required  or  permitted  to be  made  under  the  terms  of this
Agreement shall be in writing and shall be (i) personally  delivered by an agent
of the relevant  party,  or (ii)  transmitted by postage  prepaid,  certified or
registered mail:

                                       4


                  To the Company:   American Inflatables, Inc.
                                    947 Newhall Street
                                    Costa Mesa, California 92627
                                    Attention:  Chief Executive Officer

                  To Consultant:    Dale Paisley
                                    472 H Calle Cadiz
                                    Laguna Woods, California 92653

     15. WAIVER OF BREACH.  The waiver by any party of a breach by another party
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by the breaching party. No waiver shall be valid unless
in writing and signed by the party sought to be bound.

     16. ASSIGNMENT. Consultant acknowledges that the services to be rendered by
Consultant are unique and personal.  Accordingly,  Consultant may not assign any
of  Consultant's  rights or delegate any of  Consultant's  duties or obligations
under this  Agreement,  except to the extent  amounts are payable to  Consultant
hereunder after Consultant's death, in which case those benefits may be assigned
by will or the law of descent.  The rights and  obligations of the Company under
this  Agreement  shall  inure to the  benefit of and shall be  binding  upon the
Company and its successors and assigns.

     17.  SEVERABILITY.  In the event that any of these provisions shall be held
to  be  invalid  or  unenforceable,   the  remaining   provisions  hereof  shall
nevertheless  continue  to be valid and  enforceable  as though  the  invalid or
unenforceable parts had not been included therein.  The parties in no way intend
to  include a  provision  that  contravenes  public  policy.  Therefore,  if any
provision of this Agreement is unlawful,  against  public  policy,  or otherwise
declared void or  unenforceable,  such provision  shall be deemed  excluded from
this Agreement, which shall in all other respects remain in effect.

     18. ENTIRE AGREEMENT,  MODIFICATION OR AMENDMENT.  The parties hereby agree
that this  Agreement  contains the entire  agreement  and  understanding  by and
between  the  parties  with  respect  to  the  subject  matter  hereof,  and  no
representations,  promises,  agreements,  or  understandings,  written  or oral,
relating to the subject matter hereof not contained herein shall be of any force
or effect.  Consultant  agrees that  Consultant  has  actively  participated  in
negotiating the provisions  contained in this Agreement,  that these  provisions
have been  negotiated  in good faith by all parties,  and that the terms of this
Agreement should not be construed against either the Company or Consultant. This
Agreement may be amended only by written amendment signed by the parties.

     19. SCHEDULES OR ATTACHMENTS:  In the event of a conflict in the provisions
of any  schedules or  attachments  hereto and the  provisions  set forth in this
Agreement, the provisions of such schedules or attachments shall govern.

     20.   COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  all of which taken  together  shall  constitute  one  instrument.
Rebuttable  proof of  execution  of this  Agreement  by any party may be made by

                                       5


presentation of a copy of this Agreement bearing a facsimile or photostatic copy
of the signature of the party whose  execution is sought to be proved,  and such
copies shall be as valid as the originals and as admissible as evidence of proof
of the execution and terms and provisions hereof as the originals.

     21.  HEADINGS.  The headings  contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

     22.  ARBITRATION.  Any and all  disputes  arising out of or relating to the
interpretation,  application,  formation,  or the  termination  of this Contract
shall be subject to binding and final arbitration in Orange County,  California,
pursuant  to  the  Commercial  Arbitration  Rules  of the  American  Arbitration
Association, the cost of which shall be equally shared between the parties.

     23.  GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of  California,  without giving effect to
California's rules of conflicts of law, and regardless of the place or places of
its physical execution and performance.

     24. INDEPENDENT CONTRACTOR RELATIONSHIP.  The parties hereto intend that an
independent  contractor-owner  relationship  will be created by this  Agreement.
Company is  interested  only in the result to be  achieved,  and the conduct and
control of the Services will lie solely with Consultant. Consultant is not to be
considered  an agent  or  employee  of  Company  for any  purpose,  and  neither
Consultant  nor his  employees  are entitled to any of the benefits that Company
may provide for its own employees.  It is understood that Company does not agree
to use Consultant exclusively.  It is further understood that Consultant is free
to contract for similar or other services to be performed for other owners while
under this Agreement with Company.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above-written.

Witnesses:                                  AMERICAN INFLATABLES, INC.

                                            By:  /s/ Gregg R. Mulholland
- -----------------------------------------      ------------------------------
Print Name:
            -----------------------------   Print Name: Gregg R. Mulholland
                                                       ---------------------

                                            Title:  President & CEO
- -----------------------------------------          -------------------------
Print Name:
            -----------------------------

                                            CONSULTANT

                                            /s/ Dale Paisley
- -----------------------------------------   --------------------------------
Print Name:                                 Dale Paisley
            -----------------------------


- -----------------------------------------
Print Name:
            -----------------------------




                                       6



                                   SCHEDULE A
                  TERMS AND CONDITIONS OF CONSULTING AGREEMENT

     1. PERIOD OF PERFORMANCE: August 9, 2000 until the earlier of (a) August 9,
2002 or (b) the  consummation  of a  business  combination,  whether by means of
merger,  consolidation,  share purchase or share  exchange,  sale or purchase of
assets or otherwise,  between the Company and ASDG in which the  shareholders of
ASDG become holders of (i) a majority of the voting and distributional rights of
security  holders of the Company or (ii) a majority of the assets of the Company
based on the aggregate fair market value of the assets acquired  compared to the
aggregate   fair  market   value  of  the  assets  not   acquired  (a  "Business
Combination").

     2. SCOPE OF SERVICES:  Consultant  will provide  certain of the services to
the   Company   typically   provided   by  a  chief   financial   officer  of  a
similarly-situated  company  including  without  limitation the  following:  (a)
direction of the preparation of all financial statements of the Company required
by U.S. Generally  Accepted  Accounting  Principals  ("GAAP") in accordance with
GAAP,  (b)  managing  on behalf of the  Company the audits of the Company by its
independent  auditors,  (c) directing the  preparation of the Company's  annual,
quarterly and current reports and all other reports and filings  required by the
Securities  Act of 1933,  as amended,  the  Securities  Exchange Act of 1934, as
amended  and all other  applicable  federal  and state  securities  laws and (d)
advising the Company  with respect to  structuring  business  combinations  with
ASDG. Notwithstanding anything else contained herein to the contrary, Consultant
shall not provide any capital  formation  and public  relations  services to the
Company, including but not limited to (i) direct or indirect promotions or sales
of the  Company's  securities,  (ii)  assistance  in  making  of a market in the
Company's securities, (iii) assistance in obtaining debt and/or equity financing
for the Company or (iv)  advising any parties with respect to an  investment  in
the Company's securities.

     3. COMPENSATION FOR SERVICES:

     a.   In the Event of a Business Combination with ASDG.

                           i.       In the event  that  a  Business  Combination
between  the  Company and ASDG is closed before May 31, 2002, in addition to all
compensation  previously paid to Consultant by  the  Company,  Consultant  shall
receive  175,000  shares  (the "Shares") of the common stock,  par value  $0.001
per share (the "Common  Stock") as Consultant's sole compensation in addition to
such  previously paid compensation for all Services  provided to the Company and
ASDG pursuant hereto or otherwise.

                           ii.      The   issuance  of   such  Shares  shall not
initially  be  registered  under the Securities  Act of 1933,  as  amended  (the
"Securities  Act")  or any  State's securities laws. Consultant understands that
the Shares shall thus initially be "restricted  securities"  within the  meaning
of Rule 144  promulgated  under the Securities  Act.  As  an inducement  to  the
Company to issue the Shares as provided herein, Consultant hereby represents and
warrants to the Company as follows:

          A.   Consultant is acquiring the Shares pursuant to this Agreement for
               his own account for investment  purposes only and not with a view
               to or intention of  distribution  or resale,  and Consultant will
               not  dispose  of  any  of  the  Shares  in  contravention  of the
               Securities Act or any applicable state securities laws.

                                       7


          B.   Consultant  is aware that he is  acquiring  the  Shares  from the
               Company in a transaction  that has not been registered  under the
               Securities Act or pursuant to the securities laws and regulations
               of  any  State,  and  that  as  a  consequence,  the  Shares  are
               "restricted  securities" as defined in Rule 144 promulgated under
               the  Securities  Act and may not be resold  except  pursuant to a
               transaction  that is  registered  under  the  Securities  Act and
               applicable state securities laws and regulations or a transaction
               that is exempt from such registration.

          C.   Consultant  has had an  opportunity  to ask questions and receive
               answers  concerning  the Shares and the  business  and  financial
               condition  of the  Company  and has had full  access  to (A) such
               information  concerning  the Company as he has  requested and (B)
               such  other   information  that  Consultant  deems  necessary  or
               desirable to make an informed investment  decisions regarding the
               purchase of the Shares.

          D.   Consultant is an "accredited  investor" as defined in Rule 501(a)
               of Regulation D promulgated  under the  Securities  Act. iii. The
               Company  hereby  undertakes  to  either  (i) file a  registration
               statement with the U.S.  Securities and Exchange  Commission (the
               "SEC")  and  any  state   regulatory   authorities   required  by
               applicable  law  appropriate to register the resale of the Shares
               by  Consultant  or (ii)  include  the  Shares  in a  registration
               statement filed with the SEC and any state regulatory authorities
               required by applicable law with respect to the issuance of shares
               of the Company's Common Stock by the Company and/or the resale of
               shares of the Company's Common Stock by other  shareholders so as
               to permit the resale of the Shares by Consultant, in either case,
               as  promptly  as  practical  after the  closing  of the  Business
               Combination,   and  the  Company  shall   diligently   file  such
               amendments  thereto and respond to such inquiries and comments of
               the  SEC  and  applicable  state  regulatory  authorities  as  is
               necessary for such registration statement to become effective.

                           iv.      In the event of  any stock  dividend,  stock
split,  reverse   stock   split,  reclassification,   reorganization,    merger,
consolidation, share exchange or other  similar  transaction  resulting  in  any
change in the rights of the Common Stock or the  conversion  of the  outstanding
shares of the Common  Stock into any other security  or  a  different  number of
shares of Common Stock,  the number of Shares issuable  to Consultant  hereunder
shall be adjusted in connection  therewith to  become  the  number  of shares of
Common Stock and/or  other  securities  with such rights as the Consultant would
be  entitled  to  receive  had the  Consultant received the Shares prior to such
transaction and had such Shares  participated  in  such  transaction in the same
manner as the other  outstanding  shares of the Common Stock.

     b. In the event that no Business  Combination  between the Company and ASDG
is closed on or before  August 9, 2002,  Consultant  shall be paid at the hourly
rate of  $175.00  per  hour  for  hours  spent  performing  the  above-described
Services.  As of May 13,  2002,  the  accrued  amount  of such  hourly  fees was
$100,000. Such compensation shall be due and payable by the Company on August 9,
2002. Consultant shall not be entitled to receive any compensation for hours not
actually worked, and shall not be entitled to any other compensation of any kind
whatsoever  except as provided in this  Agreement  unless such  compensation  is
specifically approved in advance in writing by Company.

     c. Consultant shall be paid as an independent  contractor for the Services,
and shall be solely  responsible  for the  reporting,  for  purposes of federal,

                                       8


state,  or local tax and FICA, of any payments  made to him by Company.  Company
shall not withhold any taxes or make any payments on behalf of Consultant or his
employees and shall report any payments to  Consultant  to the Internal  Revenue
Service on a Form 1099. Neither Consultant nor his employees are entitled to any
of the benefits that Company may provide for its own employees.

         IN WITNESS WHEREOF, the parties have executed this SCHEDULE A as of the
date first above-written.

Witnesses:                                  AMERICAN INFLATABLES, INC.

                                            By: /s/ Gregg R. Mulholland
- --------------------------------------         -----------------------------
Print Name:
            --------------------------
                                            Print Name: Gregg R. Mulholland
                                                        ---------------------
                                            Title:      President
- --------------------------------------             --------------------------
Print Name:
            --------------------------

                                            CONSULTANT

                                            /s/ Dale Paisley
- --------------------------------------      ---------------------------------
Print Name:                                 Dale Paisley
            --------------------------


- ---------------------------------------
Print Name:
            ---------------------------