CONSULTING AGREEMENT

                                     BETWEEN
                                 MIKE STANFIELD
                                       AND
                          NORTH AMERICAN RESORTS, INC.

This Agreement entered into this 5th day of August, 1996 by and between North
American Resorts, Inc., a Colorado Corporation (hereinafter "North American")
and Mike Stanfield (hereinafter "Consultant")

WITNESSETH

         WHEREAS, North American is a corporation engaged in business and is in
need of consulting in the form of Public Relations, and other transactions;

         WHEREAS, Consultant is engaged in consulting of this nature, consultant
is interested in providing North American with consulting services; and

         WHEREAS, North American wishes to engage consultant to provide 
services;

NOW THEREFORE, in consideration of the mutual promises, covenants and
undertakings herein contained, the parties agree as follows:

1.       North American agrees to retain consultant as an independent
         contractor, and not as an employee of North American, to provide
         consulting for a maximum period of one (1) year commencing with the
         effective date of this Agreement and terminating on August 5th, 1997,
         unless terminated earlier in accordance with the terms of this
         Agreement. This agreement will continue on a month by month basis
         unless terminated in writing.

2.       It is understood and agreed that consultant shall render such
         consulting services as requested by North American including without
         limitation, originating support among the brokerage community,
         preparing press releases and taking calls from shareholders and
         prospective investors, the preparation of a due diligence package to be
         mailed to all interested parties, and other services as may be
         requested by North American from time to time.

3.       North American shall, upon the signing of this Agreement, issue the
         following shares, 500,000 shares. North American shall agree to
         immediately file an S-8 with the Securities and Exchange Commission to
         register the shares.

4.       In the event any one or more of the provisions contained in this
         Agreement shall, for any reason, be expressly held to be invalid,
         illegal or unenforceable in any respect, such invalidity, illegality or
         unenforceability shall not affect any other provisions of this
         Agreement, and this Agreement shall be construed as if such invalid,
         illegal or unenforceable provision had never been contained herein.

5.       This Agreement shall be binding on consultant's heirs, legal
         representatives and assigns, and shall inure to the benefit of any
         successors and assigns of North American.

6.       Any waiver of a right under or breach of a provision of this Agreement 
         shall not be a waiver of any other rights or subsequent breach of the 
         same or other provisions of this Agreement.

7.       This Agreement shall be controlled, construed and enforced in 
         accordance with the laws of the State of Florida.

8.       This Agreement supersedes all previous agreements between the parties
         with respect to the subject matter hereof. This Agreement constitutes
         the entire Agreement between the parties hereto and there are no
         understandings, representations or warranties of any kind whatsoever
         except as herein set forth.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate to be effective as of the date written above.

MIKE STANFIELD                      NORTH AMERICAN RESORTS, INC.

by: /s/ MIKE STANFIELD              by: ________________________