EXHIBIT 10.3

                             FINANCIAL ADVISORY AND
                          INVESTMENT ADVISING AGREEMENT

         This Agreement is made and entered into as this ____ day of __________,
1999 by and between Crown Capital Advisors, Inc. ("the Investment Adviser") and
Amazon Herb Company ("the Company"), for the purpose of defining and
acknowledging the terms of this Agreement.

         In consideration of the mutual promises made herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.       EXCLUSIVITY. The Company hereby engages the Investment Adviser on an
         exclusive basis for the term specified in Paragraph Two (2) hereof to
         render services to the Company as its corporate finance consultant,
         financial advisor and investment adviser upon the terms and conditions
         set forth herein.

2.       TERM. This Agreement shall be effective for a period of one year,
         commencing upon the date this contract is executed by both parties and
         may be extended as the parties shall mutually agree in writing, subject
         to the establishment of arrangements for additional compensation and
         other appropriate terms for such extension.

3.       SERVICES TO BE PROVIDED. During the term of this Agreement, the
         Investment Adviser shall provide the Company with such regular and
         customary consulting advice as is reasonably requested by the Company,
         provided that the Investment Adviser shall not be requested to
         undertake duties not reasonably within the scope of the financial
         advisory or investment advising services contemplated by this
         agreement. It is understood and acknowledged by the parties that the
         value of Investment Adviser's advice is not readily quantifiable, and
         that Investment Adviser shall be obligated to render advice upon the
         request of the Company, in good faith, and shall use its best efforts
         to perform the contemplated duties as set forth herein. Investment
         Adviser's duties may include, but will not necessarily be limited to,
         providing recommendations and assisting in the following:

         1.       disseminating information about the Company to the investment
                  community at large;

         2.       rendering advice and assistance in connection with the
                  preparation of annual and interim reports and press releases;

         3.       assisting in the company's financial public relations;

         4.       arranging, on behalf of the Company, at appropriate times,
                  meetings with securities analysts of investment banking firms;

                                     Page 1
<PAGE>

         5.       rendering advice with regard to internal operations,
                  including, but not limited to:

                  1.       the formation of corporate goals and their
                           implementation;

                  2.       the Company's financial structure and its divisions
                           or subsidiaries;

                  3.       securing, when and if necessary and possible,
                           additional financing through banks, insurance
                           companies or other institutions; and

                  4.       corporate organization and personnel;

         6.       rendering advice with regard to any of the following corporate
                  finance matters:

                  1.       changes in the capitalization of the Company;

                  2.       changes in the corporate structure;

                  3.       redistribution of shareholdings of the Company's
                           stock;

                  4.       sales of securities in public or private transactions
                           and the structuring thereof;

                  5.       alternative uses of corporate assets; and

                  6.       structure and use of debt;

         7.       rendering advice or assistance with regard to any of the
                  following merger or acquisition activities:

                  1.       the acquisition and/or merger of or with other
                           companies;

                  2.       divestiture or any other similar transaction; and

                  3.       the sale of the Company itself (or any significant
                           percentage, assets, subsidiaries or affiliates
                           thereof);

         8.       rendering advice and/or assistance with regard to bank
                  financing or any other financing from financial institutions
                  or individuals (including but not limited to revolving credit
                  facilities, lines of credits, term loans, rediscounted credit
                  facilities, senior and junior loans, whether collateralized or
                  unsecured, etc.);

         9.       act as an information agent in connection with any tender
                  offers or share exchange;

                                     Page 2
<PAGE>

         10.      it is understood by both parties that Investment Advisor will
                  not act as an underwriter or placement agent for the Company's
                  securities.

4.       UNDERTAKINGS OF THE COMPANY. In order to facilitate financing, the
         Company shall afford to the Investment Adviser and its representatives
         full and complete access to all of its properties and records and the
         full cooperation of management in the prompt preparation of a
         confidential placement memorandum containing all of the information the
         Investment Adviser may deem necessary to effect the successful
         placement of the transaction.

5.       COMPENSATION. In consideration for the services rendered by Investment
         Advisers to the Company pursuant to this agreement (and in addition to
         the expenses provided for in Paragraph Seven hereof), the Company shall
         compensate the Investment Adviser as follows:

         1.       INITIAL RETAINER. None.

         2.       INITIAL WARRANTS. At closing of the first transaction, credit
                  facility or equity financing transaction, as contemplated
                  herein, the Company shall issue to the Investment Adviser
                  and/or its designees Warrants to purchase two percent (2%) of
                  the Company's fully diluted common stock at a purchase price
                  of $4.00 (the "Warrant Option"). All Warrants shall expire
                  five (5) years from the date of issuance and shall have "piggy
                  back" and demand registration rights and anti-dilution
                  provisions acceptable to the Investment Adviser.

                  1.       CASHLESS EXERCISE . In lieu of paying the shares
                           purchase price in cash, the Investment Adviser may,
                           at its option, deliver to the Company for
                           cancellation shares of common stock or other
                           outstanding securities of the Company convertible
                           into the Company's common stock (including rights
                           represented by this Warrant) that have a value equal
                           to the shares purchase price. The determination of
                           value shall be made by agreement between the Holder
                           and the Company, but, failing such agreement, by
                           reference to the trading price of the Company's
                           common stock on the date of exercise.

         3.       MERGER AND ACQUISITION FEE. If any transaction (as hereinafter
                  defined) is consummated during the Term of this Agreement with
                  any parties, whether introduced or contacted by the Company or
                  Investment Advisers during the term of this agreement, the
                  Company shall pay at the closing of each such transaction a
                  cash fee equal to the sum of:

                  1.       Five percent (5%) of the first fifteen million
                           dollars ($15,000,000) of the aggregate consideration
                           (as herein defined) of a transaction;

                                     Page 3
<PAGE>

                  2.       Four percent (4%) of the next ten million dollars
                           ($10,000,000) of the aggregate consideration of a
                           transaction;

                  3.       Three percent (3%) of the next ten million dollars
                           ($10,000,000) of the aggregate consideration of a
                           transaction;

                  4.       Two percent (2%) of the aggregate consideration over
                           thirty five million dollars ($35,000,000); and

                  5.       In no event shall the fee provided for above within
                           this subparagraph be less than $25,000.

         4.       AGGREGATE CONSIDERATION is defined and computed as follows:

                  1.       The total sale proceeds and other consideration
                           received (which shall be deemed to include amounts
                           paid into escrow) by the Company and/or its
                           shareholders or by a target and/or its shareholders
                           upon the consummation of the transaction (including
                           payments made in installments), inclusive of cash,
                           securities, notes, consulting agreements and
                           agreements not to compete, plus the total value of
                           liabilities assumed.

                  2.       If a portion of such consideration includes
                           contingency payments (whether or not related to
                           future earnings or operations), aggregate
                           consideration will include 75% of the face value of
                           such payment without regard to whether the conditions
                           for the payment of such contingent amounts have been
                           or may be satisfied.

                  3.       If the aggregate consideration for the transaction
                           consists in whole or in part of securities, for the
                           purposes of calculating the amount of aggregate
                           consideration, the value of such securities will be
                           the value thereof on the day preceding the
                           consummation of the transaction as the company and
                           investment adviser agree; provided, in the case of
                           securities for which there is a public trading
                           market, however, the value will be determined by the
                           average last sales price for such securities for the
                           last twenty (20) days prior to such consummation as
                           determined by Investment Adviser and communicated by
                           Investment Adviser to the Company. If there is no
                           public trading market for such securities but
                           securities have been sold in a private placement
                           within the past twenty-four (24) months, the fair
                           market value shall be based upon the gross sales
                           price in the last such private placement. For other
                           property received or receivable as a part of the
                           aggregate consideration and the parties are unable to
                           agree, then each of Investment Adviser and the
                           Company will select an investment banking firm
                           respected in the merger and acquisition field



                                     Page 4
<PAGE>

                           to determine a value and the midpoint between the two
                           values established by the two independent experts
                           will be the fair market value for the purpose hereof.

                  4.       For purposes of this agreement, any of the following
                           transactions shall constitute a "transaction":

                           (1)      the sale, outside of the ordinary course of
                                    business, of the Company or any of its
                                    assets, securities, or business by means of
                                    a merger, consolidation, joint venture,
                                    exchange offer or purchase or sale of stock
                                    or assets, or any transaction resulting in
                                    any change of control of the Company or its
                                    assets or business; or

                           (2)      the purchase by the Company, outside of the
                                    ordinary course of business, or another
                                    company or any of its assets, securities or
                                    business by means of a merger,
                                    consolidation, joint venture, exchange
                                    offer, tender offer or purchase or sale of
                                    stock or assets.

                           (3)      Notwithstanding the above, the proposed
                                    initial transaction involving the public
                                    offering of the Company's Securities as
                                    described by the Form S-4 filed by Hackney &
                                    Miller, P.A., shall be aggregated as a
                                    single transaction.

         5.       THIRD-PARTY DEBT PLACEMENTS. In the event Investment Adviser
                  is involved in originating a debt facility, inclusive of
                  revolving credit facilities, lines of credits, term loans,
                  rediscounted credit facilities, senior and junior loans,
                  whether collateralized or unsecured, etc., (the "credit
                  facility") with a bank or other institutional lender (the
                  "lending source"), the Company will pay Investment Adviser a
                  fee of two percent (2%) of the maximum amount of the Credit
                  Facility. In the event Investment Adviser is involved in
                  arranging an increase in a Credit Facility, the Company will
                  pay Investment Adviser a fee of two percent (2%) of the
                  increase from the maximum amount of the existing Credit
                  Facility to the maximum amount of the new Credit Facility. In
                  no event, however, shall the fee provided for within this
                  subparagraph be less than $25,000.

         6.       STRATEGIC ALLIANCES AND PARTNERSHIPS. In the event Investment
                  Adviser introduces the Company to a joint venture partner or
                  customer and sales develop as a result of the introduction,
                  the Company agrees to pay a fee of two percent (2%) of total
                  sales generated directly from this introduction during the
                  first five (5) years following the date of the first sale.
                  Total sales shall mean cash receipts less any applicable
                  refunds, returns, allowances, credits and shipping charges and
                  monies paid by the Company by way of settlement or judgment
                  arising out of claims made or threatened against the

                                     Page 5
<PAGE>

                  Company. Commission payments shall be paid on the 15th day of
                  each month following the receipt of customers' payment. In the
                  event any adjustments are made to the total sales after the
                  commission has been paid, the Company shall be entitled to an
                  appropriate refund or credit against future payments due under
                  this Agreement.

         7.       FAIRNESS OPINIONS, VALUATIONS AND OTHER SERVICES. Fees and
                  expenses payable to Investment Adviser with regard to fairness
                  opinions, valuations, and services not specifically set forth
                  herein will be determined by mutual agreement in writing at
                  such time as the nature and terms of such transactions are
                  determined.

6.       PAYMENT OF FEES. All fees to be paid pursuant to this Agreement are due
         and payable to the Investment Adviser in cash at the closing or
         closings of any transaction as specified in Paragraph Three hereof. The
         Company hereby irrevocably authorizes and instructs third party funding
         sources, including Lending Sources and private equity groups, (the
         "Funding Sources"), to pay directly to Investment Adviser cash sums
         provided for in Paragraph Five above and further authorizes Investment
         Adviser to notify the Funding Sources of this provision and the terms
         of this agreement for purposes of this provision and payment of the
         sums due under Paragraph Five of this Agreement. The Company agrees
         that Investment Adviser is a direct beneficiary of any eventual
         financing agreement between the Company and the Funding Sources. The
         Company hereby expressly agrees that in the event any dispute or
         disagreement arises with respect to the payment to Investment Adviser
         under this agreement, that the Financing Sources shall immediately
         place all disputed sums in an interest bearing Escrow account pending
         resolution of the dispute. The Company hereby irrevocably authorizes
         and instructs the Funding Sources to escrow such disputed sums. The
         Company further agrees that any sums due under this agreement which are
         not in dispute shall not be escrowed, but shall be paid upon closing to
         Investment Adviser by the Funding Sources as provided for under the
         terms of this Agreement.

7.       CONTINUING OBLIGATION. In the event that this agreement shall not be
         renewed or if terminated for any reason notwithstanding any such
         renewal or termination, Investment Adviser shall be entitled to a full
         fee as provided under Paragraph Five hereof, for any transaction for
         which the discussions were initiated during the term of this agreement
         and which is consummated within a period of twelve (12) months after
         non-renewal or termination of this agreement.

8.       EXPENSE REIMBURSEMENT. In addition to the compensation payable
         hereunder, and regardless whether any transaction set forth in
         Paragraph Three or Five hereof is proposed or consummated, the Company
         shall reimburse Investment Adviser for all fees and disbursements of
         Investment Adviser's counsel, travel and out of pocket expenses
         incurred in connection with the services performed by Investment
         Adviser pursuant to this Agreement, including without limitation,
         hotel, food and associated expenses, telephone calls and legal
         expenses. Any travel, accommodations or consultant fees in excess of
         $2,000 shall be approved in advance by the Company.

                                     Page 6
<PAGE>

9.       CONFIDENTIALITY. The Company acknowledges that all opinions and advice
         (written or oral) given by the Investment Adviser to the Company in
         connection with Investment Adviser's engagement are intended solely for
         the benefit and use of the Company in considering the transaction to
         which they relate, and the Company agrees that no person or entity
         other than the Company shall be entitled to make use of or rely upon
         the advice of the Investment Adviser to be given hereunder, and no such
         opinion or advice shall be used for any other purpose or reproduced,
         disseminated, quoted or referred to at any time, in any manner or for
         any purpose, nor may the Company make any public references to
         Investment Adviser, or use Investment Adviser's name in any annual
         reports or any other reports or releases of the Company without
         Investment Adviser's prior written consent.

10.      INDEPENDENT CONTRACTOR. The Company acknowledges that the Investment
         Adviser is in the business of providing financial services and
         consulting advice to others. Nothing herein contained shall be
         construed to limit or restrict Investment Adviser in conducting such
         business with respect to others, or in rendering such advice to others.
         Investment Adviser shall perform its services hereunder as an
         independent contractor and not as an employee of the Company or an
         affiliate thereof. It is expressly understood and agreed to by the
         parties hereto that the Investment Adviser shall have no authority to
         act for, represent or bind the Company or any affiliate thereof in any
         manner, except as may be agreed to expressly by the Company in writing
         from time to time.

11.      RELIANCE. The Company recognizes and confirms that, in advising the
         Company and in fulfilling its engagement hereunder, the Investment
         Adviser will use and rely on data, material and other information
         furnished to Investment Adviser by the Company. The Company
         acknowledges and agrees that in performing its services under this
         engagement, Investment Adviser may rely upon the data, material and
         other information supplied by the Company without independently
         verifying the accuracy, completeness or veracity of same.

12.      NOTICES. Any notice or communication permitted or required hereunder
         shall be in writing and shall be deemed sufficiently given if
         hand-delivered or sent (i) postage prepaid by registered mail, or (ii)
         by facsimile, to the respective parties as set forth below, or to such
         other address as either party may notify the other of in writing:


John Easterling, President                     Crown Capital Advisors, Inc.
Amazon Herb Company                            Admiralty Tower Two
1002 Jupiter Park Lane                         4400 PGA Boulevard
Jupiter, FL 33458                              Suite 307
561-575-7935 (fax)                             Palm Beach Gardens, FL 33410
                                               (561) 625-4685 (fax)

                                     Page 7
<PAGE>

13.      INDEMNIFICATION. Investment Adviser and the Company have entered into a
         separate letter agreement dated the date hereof ("the indemnity
         letter") proving for the indemnification of Investment Adviser by the
         Company in connection with Investment Adviser's engagement hereunder.

14.      COUNTERPARTS. This agreement may be executed in any number of
         counterparts, each of which together shall constitute one and the same
         original document.

15.      ASSIGNABILITY AND MODIFICATION. This agreement is not assignable and
         cannot be modified or changed, nor can any of its provisions be waived,
         except by the mutual agreement in writing of all parties.

16.      GOVERNING LAW. This agreement shall be governed by the laws of the
         State of Florida.

17.      SEVERABILITY. Each paragraph, term or provision of this agreement shall
         be considered severable and if, for any reason, any paragraph, term or
         provision is determined to be invalid or contrary to any existing or
         future law or regulation, such will not impair the operation, or effect
         the remaining portions, of this agreement.

18.      DISPUTE RESOLUTION. The parties shall attempt amicably to resolve
         disagreements by negotiating with each other. In the event that the
         matter is not amicably resolved through negotiation, any controversy,
         dispute or disagreement arising out of or relating to this agreement (a
         "controversy") shall be submitted to a nationally recognized
         arbitration association, such as the American Arbitration Association,
         for final binding arbitration, which shall be conducted by a single
         arbitrator (the "arbitrator") in West Palm Beach, Florida, pursuant to
         the American Arbitration Association Rules ("the rules").
         Notwithstanding anything to the contrary contained in the Rules, the
         Arbitrator shall not award consequential, exemplary, incidental,
         punitive or special damages.

         If any part shall desire relief of any nature whatsoever from any other
         party as a result of any Controversy, such party will initiate such
         arbitration proceedings within a reasonable time, but in no event more
         than one (1) year after the facts underlying said Controversy first
         arise or become known to the party seeking relief (whichever is later).
         The failure of such party to institute such proceedings within said
         period shall be deemed a full waiver of any claim for such relief.
         Arbitrator may award the prevailing party its costs for the arbitration
         proceeding; including its reasonable attorneys' fees and costs. The
         parties agree that the decision and award of the Arbitrator shall be
         taken, but that such award or decision may be entered as a judgement
         and enforced in any court having jurisdiction over the party against
         whom

                                     Page 8
<PAGE>

         enforcement is sought. Any equitable relief awarded under this
         paragraph shall be dissolved upon issuance of the Arbitrator's decision
         and order.

         Notwithstanding the provisions for dispute resolution, in the event of
         a breach or threatened breach by any party to this agreement, either
         party shall be entitled in order to maintain the status quo and pending
         the outcome of any arbitration pursuant to this agreement, seek an
         injunction or similar equitable relief restraining either party, as the
         case may be, from committing or continuing any such breach or
         threatened breach or granting specific performance of any act required
         to be performed without the necessity of showing that money damages
         would not afford an adequate remedy and without the necessity of
         posting any bond or other security. The parties hereto hereby consent
         to the jurisdiction of the Federal district courts for the Southern
         District of Florida, and the Florida state courts located in 15th
         Circuit Court for any proceedings under this paragraph. The parties
         agree that the availability of arbitration in the agreement shall not
         be used by any party as grounds for the dismissal of an injunctive
         action instituted by the other party.

Agreed to and accepted by:

_____________________________________          _________________________________
For Amazon Herb Company                        For Crown Capital Advisors, Inc.

________/__________/__________                 ________/__________/__________
Date                                                    Date