CONSULTING AGREEMENT

     This Consulting Agreement  ("Agreement") is made effective this 30th day of
October  1997  by  and  between  Eurotronics  Holdings   Incorporated,   a  Utah
corporation  with principal  offices at 1130 John Anderson Drive,  Ormand Beach,
Florida 32176  ("Eurotronics"),  and Canton Financial  Services  Corporation,  a
financial  consulting firm with principal  offices at 268 West 400 South,  Suite
300, Salt Lake City, Utah 84101 ("Consultant").

                                    PREMISES

     WHEREAS,  Consultant has served as a consultant and advisor to Eurotronics,
advising  Eurotronics  with  respect to matters  including,  but not limited to,
recapitalizations,  mergers  and  acquisitions  and  general  corporate  problem
solving;

     WHEREAS, Consultant has prospected for, and located, a business opportunity
on behalf of Eurotronics  which both parties  believe to be in the best interest
of Eurotronics;

     WHEREAS,  Eurotronics  wishes to fully  compensate  Consultant for services
Consultant  has performed in advising  Eurotronics  with respect to finding such
business  opportunity  and in negotiating an agreement of merger on Eurotronics'
behalf;

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the mutual promises,  covenants,  and
agreements contained herein, and for other good and valuable consideration,  the
receipt  and  adequacy  of  which is  expressly  acknowledged,  Eurotronics  and
Consultant agree as follows:

1. Services  Performed.  The parties  hereby  acknowledge  that  Consultant  has
provided  valuable  services to Eurotronics  including,  but not limited to: (a)
finding a viable private company  interested in combining with Eurotronics;  (b)
negotiating  on  Eurotronics'  behalf the key terms of merger  with the  private
company;  and (c)  preparing  an  Agreement  for  Merger  pursuant  to which the
business combination will occur.

2.  Compensation.  As  consideration  for services  that have been  performed by
Consultant,  Eurotronics shall issue to Consultant seven million six hundred and
fifty thousand (7,650,000) shares of its Class A Common Stock, par value $0.0001
("Common  Stock").  The Common Stock shall be initially  registered under a Form
S-8 Registration  Statement to be filed by the Company.  Such compensation shall
be the exclusive  consideration  for all past consulting  services  performed by
Consultant.  Consultant shall not be entitled to additional compensation for any
merger,  acquisition,   reorganization,  agreement  or  other  transaction  that
Eurotronics may enter into as a direct or indirect result of services  performed
by Consultant through the date of this Agreement.

3. Confidential Information. Consultant agrees that certain information that may
have been  disclosed  or  discovered  by  Consultant  during  the  course of the
performance  of the  services  under  this  Agreement  is  secret,  unique,  and
valuable,  and was developed by Eurotronics at great cost and over a long period
of time. Consultant hereby agrees not to disclose such confidential  information
for a period of three (3) years from the date of  execution  of this  Agreement,
unless  expressly  authorized  by  Eurotronics  in writing.  Consultant  further
understands  and agrees that the breach of this  agreement  not to disclose will
cause irreparable injury to Eurotronics. Such breach will entitle Eurotronics to
pursue a remedy at law or in equity,  including  injunctive relief without proof
of actual damages,  or posting of a bond, for any damages  resulting  therefrom.
For the purpose of this Agreement,  confidential information includes but is not
limited to, the following:

         A.   Non-public financial information, accounting information, plans of
              operations,   and  information  related  to  possible  mergers  or
              acquisitions prior to any public announcement;

         B.   Memoranda,   notes,  or  records  concerning  technical  processes
              conducted by Eurotronics or any affiliated entity;

         C.   Proprietary technology, licenses and patents;

         D.   Sketches,  plans,  drawings  and other  confidential  research and
              development  data;

         E.   Any other  information  that  Consultant  knows is confidential or
              that a reasonable  person in the position of Consultant would have
              reason to believe is confidential.
<PAGE>

4. All Prior  Agreements  Terminated.  This  Agreement  constitutes  the  entire
agreement and understanding  between the parties and supersedes and replaces all
proposals,  prior negotiations and agreements,  whether oral or written, between
the  parties  in  connection  with  the  subject  matter  contemplated  by  this
Agreement.  None of the parties shall be bound by any  conditions,  definitions,
warranties  or  representations  with  respect  to the  subject  matter  of this
Agreement other than as expressly provided in this Agreement, unless the parties
subsequently agree to modify or amend this Agreement in writing,  duly signed by
authorized representatives of the parties.

5.  Release.  Consultant  hereby  agrees  that the  compensation  to be provided
hereunder constitutes full settlement of the services to be provided pursuant to
this Agreement,  as well as all past consulting  services performed on behalf of
Eurotronics by  Consultant.  Consultant  hereby  releases  Eurotronics  from any
existing claims to unpaid compensation which Consultant may currently possess as
a result of previously performed services.

6.   Miscellaneous

     A.  Authority.  The execution and  performance  of this Agreement have been
         duly  authorized  by all requisite  corporate  action.  This  Agreement
         constitutes a valid and binding obligation of the parties.

     B.  Amendment.  This  Agreement  may be  amended  or  modified  only  by an
         instrument in writing executed by the parties hereto.

     C.  Waiver.  No term of this  Agreement  shall be considered  waived and no
         breach  excused by either  party unless such waiver is made in writing.
         No consent, waiver or excuse by either party, express or implied, shall
         constitute a subsequent consent, waiver or excuse.

     D.  Assignment:

         (i)  The rights and obligations under this Agreement shall inure to the
              benefit of and shall be binding upon the successors and assigns of
              each of the  parties.  Neither  party  shall  have  the  right  to
              transfer  or assign  this  Agreement  without  the  prior  written
              consent of the other party.

         (ii) Nothing in this  Agreement,  expressed or implied,  is intended to
              confer  upon  any  person,   other  than  the  parties  and  their
              successors, any rights or remedies under this Agreement.

     E.  Notices.  Any notice or other  communication  required or  permitted by
         this Agreement must be in writing and may be given by personal delivery
         or by mail,  registered or certified,  return receipt requested,  or by
         overnight delivery service, or via facsimile (fax) transmission. Mailed
         notices  shall be addressed to the parties at the  addresses  appearing
         herein,  but each  party may change  its  address by written  notice in
         accordance with this paragraph.  Notices delivered  personally shall be
         deemed to be properly served as of the time of actual delivery;  mailed
         or otherwise  transmitted  notices shall be deemed properly served upon
         receipt.

              (i) In the case of Eurotronics to:

                  Eurotronics Holdings Incorporated
                  1130 John Anderson Drive
                  Ormond Beach, Florida 32176
                  (904) 441-1031
                  (904) 441-1035 (fax)

              (ii)In the Case of Consultant to:

                  Canton Financial Services Corporation
                  268 West 400 South, Suite 300
                  Salt Lake City, Utah 84101
                  (801) 575-8073
                  (801) 575-8092 (fax)

         or to such  other  person or address  designated  in writing to receive
         notice.
<PAGE>
     F.  Headings and Captions.  The headings of paragraphs are included  solely
         for convenience.  If a conflict exists between any heading and the text
         of this Agreement, the text shall control.

     G.  Effect of Partial Invalidity.  In the event that any one or more of the
         provisions  contained in this Agreement shall for any reason be held to
         be invalid,  illegal, or unenforceable in any respect, such invalidity,
         illegality or unenforceability shall not affect any other provisions of
         this Agreement,  but this Agreement shall be constructed as if it never
         contained any such invalid, illegal or unenforceable provisions.

     H.  Controlling   Law  and  Venue.   The  validity,   interpretation,   and
         performance  of this  Agreement  shall be  governed  by the laws of the
         State of Utah,  without  regard to its law on the conflict of laws. Any
         dispute  arising out of this  Agreement  shall be brought in a court of
         competent  jurisdiction in Salt Lake County, State of Utah. The parties
         exclude any and all  statutes,  laws and treaties  which would allow or
         require any dispute to be decided in another forum or by other rules of
         decision than provided in this Agreement.

     I.  Arbitration. Any dispute arising under this Agreement shall be resolved
         through a mediation-arbitration approach. The parties agree to mutually
         select a neutral  third party to help them mediate any dispute.  If the
         mediation is unsuccessful,  the parties agree that the dispute shall be
         decided  by binding  arbitration  in  accordance  with the rules of the
         American Arbitration Association then controlling. The site of any such
         mediation or arbitration shall be in Salt Lake County, State of Utah.

     J.  Attorney's Fees. If any action at law or in equity, including an action
         for  declaratory  relief,  is  brought  to  enforce  or  interpret  the
         provisions of this Agreement, the prevailing party shall be entitled to
         recover actual  attorney's  fees, court costs, and other costs incurred
         in  proceeding  with the action from the other  party.  The  attorney's
         fees,  court costs or other  costs,  may be ordered by the court in its
         decision of any action  described in this  paragraph or may be enforced
         in a separate action brought for  determining  attorney's  fees,  court
         costs,  or other costs.  Should either party be represented by in-house
         counsel,  all  parties  agree that party may  recover  attorney's  fees
         incurred by that in-house counsel in an amount equal to that attorney's
         normal fees for similar matters,  or, should that attorney not normally
         charge a fee, by the prevailing  rate charged by attorneys with similar
         background in that legal community.

     K.  Mutual Cooperation.  The parties hereto shall cooperate with each other
         to achieve the purpose of this Agreement,  and shall execute such other
         and further documents and take such other and further actions as may be
         necessary or convenient to effect the transactions described herein.

     L.  No Third Party  Beneficiary.  Nothing in this  Agreement,  expressed or
         implied, is intended to confer upon any person,  other than the parties
         hereto and their appropriate  successors,  any rights or remedies under
         or by reason of this  Agreement,  unless  this  Agreement  specifically
         states such intent.

     M.  Facsimile  Counterparts.  If a party signs this Agreement and transmits
         an electronic  facsimile of the signature page to the other party,  the
         party  who  receives  the  transmission  may rely  upon the  electronic
         facsimile as a signed original of this Agreement.

     IN WITNESS  WHEREOF,  this  Agreement  was duly  executed  this 30th day of
October 1997.

Eurotronics Holdings Incorporated          Canton Financial Services Corporation



  /s/ Melvin Fields                           /s/ Richard Surber
By: Melvin Fields, President                 By: Richard Surber, President