CONSULTING AGREEMENT



This Consulting  Agreement (the "Agreement"),  effective as of February 18, 2004

is entered into by and between  NuTech  Digital  Inc., a California  corporation

(herein referred to as the "Company") and Redwood Consultants, LLC, a California

Limited Liability Company (herein referred to as the "Consultant").



                                    RECITALS



WHEREAS, Company is a publicly-held  corporation with its common stock traded on

the OTC BB Market under the symbol NTDL; and



WHEREAS,  Company  desires to engage the services of Consultant to represent the

Company  in  investors'   communications  and  public  relations  with  existing

shareholders,  brokers,  dealers and other  investment  professionals  as to the

Company's  current  and  proposed  activities,  and to consult  with  management

concerning such Company activities;



NOW THEREFORE,  in  consideration  of the promises and the mutual  covenants and

agreements  hereinafter  set forth,  the parties  hereto  covenant  and agree as

follows:



1. Term of Consultancy. Company hereby agrees to retain the Consultant to act in

a consulting capacity to the Company and the Consultant hereby agrees to provide

services to the Company  commencing  upon February 18, 2004 and ending on August

18, 2004.  The Company may terminate  this Agreement at any time during the term

upon five days written notice to the Consultant.



2. Duties of Consultant.  The Consultant  agrees that it will generally  provide

the following  specified  consulting services through its officers and employees

during the term specified in Section 1.:



      (a) Consult and assist the Company in developing and implementing

appropriate plans and means for presenting the Company and its business plans,

strategy and personnel to the financial community, establishing an image for the

Company in the financial community, and creating the foundation for subsequent

financial public relations efforts;



      (b) Introduce the Company to the financial community;



      (c) With the cooperation of the Company, maintain an awareness during the

term of this Agreement of the Company's plans, strategy and personnel, as they

may evolve during such period, and consult and assist the Company in

communicating appropriate information regarding such plans, strategy and

personnel to the financial community;





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      (d) Assist and consult the Company with respect to its (i) relations with

stockholders, (ii) relations with brokers, dealers, analysts and other

investment professionals, and (iii) financial public relations generally;



      (e) Perform the functions generally assigned to stockholder relations and

public relations departments in major corporations, including responding to

telephone and written inquiries (which may be referred to the Consultant by the

Company); preparing press releases for the Company with the Company's

involvement and approval of press releases, reports and other communications

with or to shareholders, the investment community and the general public;

consulting with respect to the timing, form, distribution and other matters

related to such releases, reports and communications; and, at the Company's

request and subject to the Company's securing its own rights to the use of its

names, marks, and logos, consulting with respect to corporate symbols, logos,

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