Exhibit 4.3

                          FORM OF CONSULTING AGREEMENT

      THIS CONSULTING AGREEMENT is entered into between PowerHouse Technologies
Group, Inc., a California corporation (the "Company"), and [__________] (the
"Consultant"), effective this [___] day of [______], [___].

      WITNESSETH:

      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
Agreement.

      3. Term. The term of this Agreement shall commence as of the date hereof
and shall continue through [________], unless sooner terminated as provided
herein.

      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 termination of this Agreement,
         the Consultant determines that he has any Confidential Information in
         his possession or control, he shall immediately destroy or return the
         same to the Company, including all copies and portions thereof.

            (c) Definition. For purposes of this Agreement, "Confidential
         Information" means any and all information relating to the Company and
         labeled or marked "confidential" when disclosed or made available to
         the Consultant and which is or becomes known by Consultant as a direct
         or indirect consequence of or through his relationship with the Company
         and not generally known in the industry in which the Company is or may
         become engaged. Confidential Information shall not include any
         information which (i) was known by the Consultant prior to receipt of
         such information by him from the Company, (ii) is independently
         discovered by the Consultant after the date hereof, (iii) comes or has
         come within the public domain through no act or failure on the part of
         the Consultant or (iv) is rightfully obtained by the Consultant after
         the date hereof from a third party which, to the knowledge of the
         Consultant, is lawfully in possession of such Confidential Information.

      7. Remedies. The parties acknowledge that the remedies at law for the
breach of the agreements and covenants set forth in Section 6 hereof are
inadequate and that the Company shall be entitled to preliminary I and permanent
injunctive relief to the fullest extent available under applicable law enjoining
the Consultant from engaging in any conduct constituting a breach of the
agreements and covenants contained in Section 6 hereof. Such remedies shall be
in addition to, and not in substitution of, any other remedies which the Company
may have at law or in equity in the event of a breach of threatened breach of
any of the foregoing agreements or covenants by the Consultant.

      8. Status. Except as otherwise may be agreed in writing, the Consultant
shall at all times be an independent contractor, rather than a co-venturer,
agent, employee or representative of the Company.

      9. Notices. Any notice required or desired to be given under this
Agreement shall be in writing and shall be deemed given when personally
delivered or sent by certified or registered mail or overnight courier to the
following addresses, or such other address as to which one party may have
notified the other in such manner.

         If to the Company:    PowerHouse Technologies Group, Inc.
                               555 Twin Dolphin Drive, Suite 650
                               Redwood City, California 94065

         If to the Consultant: [____________]



      10. Applicable Law. The validity, interpretation and performance of this
Agreement shall be controlled by and construed under the laws of the State of
California without regard to its conflict of law provisions.

      11. Severability. In the event of the invalidity or unenforceability of
any provision of this Agreement under applicable law, the parties hereto agree
that such invalidity or unenforceability shall in no way affect the validity or
enforceability of any other provisions of this Agreement.

      12. Waiver of Breach. The waiver by either party of a breach of any
provision of this agreement by the other shall not operate or be construed as a
waiver of any subsequent breach by such party. No waiver shall be valid unless
in writing and signed by each of the Company and the Consultant.

      13. Binding Effect. This Agreement shall be binding upon the parties and
their respective personal representatives, successors, and assigns.

      14. Entire Agreement. This Agreement contains the entire understanding of
the parties with respect to its subject matter. It 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 WITNESS WHEREOF, each of the parties has executed this Agreement on the
date first above written.

      PowerHouse Technologies Group, Inc.



By: /s/
   -----------------------------
   Name:
   Title:



By: /s/
   ----------------------------- \
   [________________], Consultant