Exhibit 10.24 CONSULTING AGREEMENT DATED AS OF AUGUST 23, 1994 BY AND BETWEEN THE CORPORATION AND STEPHEN DRESCHER CONSULTING AGREEMENT

                                  Exhibit 10.24

                CONSULTING AGREEMENT DATED AS OF AUGUST 23, 1994
                       BY AND BETWEEN THE CORPORATION AND
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                              CONSULTING AGREEMENT


     AGREEMENT, made and entered into this ____ day of ____________, between
__________, having offices at __________________________________ (the
"Consultant"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇, LTD. having an office at ▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Company").

     WHEREAS, the Company desires to obtain the benefit of the services of the
Consultant, and the Consultant desires to render such services on the terms and
conditions hereinafter set forth;

     NOW, THEREFORE, the parties hereto, in consideration of the premises and
the mutual covenants herein contained, hereby agree as follows:

          1. Term: Subject to the provisions hereinafter set forth, the Company
     hereby retains the Consultant and the consultant hereby accepts its
     retention for a term commencing as of the date hereof and terminating
     _______________ (the "Term")

          2. Scope: During the Term, the Consultant shall consult with and
     render advice to the Company specifically concerning strategic planning and
     other related matters.






          All final decisions with respect to areas as to which the Consultant
     has rendered advice to the Company are decisions of the Company and the
     Consultant shall have no liability or responsibility therefore. The
     Consultant shall render such services to the best of its ability and shall
     use its best efforts to promote the interests of the Company.

          3. Compensation: As compensation for the services to be rendered by
     Consultant during the Term, the Company agrees to sell to the Consultant
     ________ shares of _________ common stock of the Company for $.0001 per
     share. The shares of common stock have been registered on a Form S-8
     registration statement which was declared effective by the Securities and
     Exchange Commission on _______________.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.


                                          By: _________________________



                                          ▇▇▇▇▇▇ ▇▇▇▇▇▇, LTD.



                                          By: __________________________