MUTUAL AGREEMENT TO TERMINATE

THIS MUTUAL AGREEMENT TO TERMINATE  ("Termination")  is effective the 1ST day of
April 1997 by and between  Flexweight  Corporation,  a Kansas  corporation  with
principal  offices at 2133 East 9400 South,  Suite 151  ("Flexweight"),  and A-Z
Professional Consultants, Inc., a Utah corporation with its principal offices at
268 West 400 South, Suite 300, Salt Lake City, Utah 84101 ("A-Z").

                                    PREMISES

         WHEREAS, on March 1, 1996, Flexweight and A-Z (hereinafter collectively
referred to as the  "Parties")  executed a  Consulting  Agreement  ("Agreement")
pursuant to which Flexweight was to receive financial  consulting services for a
period of one year (which has since been renewed on a month-to-month basis) from
A-Z in exchange for monthly consulting fees;

         WHEREAS,  the Parties agreed to mutually terminate the Agreement to the
full  extent  that it is still  binding on either  party on the 1ST day of April
1997;

         WHEREAS,  the Parties  have not yet  executed a document  necessary  to
evidence the  termination  of the Agreement and wish this  Termination  to serve
that purpose;

                                    AGREEMENT

1.       Termination.  The Parties hereby agree that A-Z shall immediately cease
         providing any and all consulting services or other performance required
         or implied under the terms of the Agreement and Flexweight  shall cease
         making any payments or providing any other future performance  required
         under the Agreement.

2.       Mutual  Releases.  The Parties agree to hold one another harmless from,
         cease  any and all  claims  against  one  another  stemming  from,  and
         indemnify one another with respect to any and all  obligations  arising
         pursuant to or stemming from the termination of the Agreement.

3.       Mutual  Representations  and  Warranties  of A-Z  and  Flexweight.  The
         Parties  hereby  represent,  warrant  and  covenant  that  each  of the
         following are true and complete as of the date of this Termination:

         A.           The execution and  performance  of this  Termination  have
                      been duly  authorized by all requisite  corporate  action.
                      This   Termination   constitutes   a  valid  and   binding
                      obligation  of the  Parties.  This  Termination  will  not
                      violate or result in a breach of, or  constitute a default
                      in any agreement, instrument, judgment, order or decree to
                      which either party is subject.

         B.           Each party shall  execute  such other  documents  and take
                      such other and  further  action to effect the  Termination
                      including  effecting  corporate  action  in  the  form  of
                      appropriate resolutions to terminate such Agreement.

         C.           Neither  party  will  suffer  damages,  either  direct  or
                      indirect, as a result of this Termination.

         D.           Each  party,  in  making  its  decision  to  execute  this
                      Termination relied solely on the advice of its principals,
                      or its  financial  advisors and not on the advice given by
                      the agents,  principals,  consultants  or employees of the
                      other party.

4.       Miscellaneous.

         A.           Entire  Agreement.  This Termination sets forth the entire
                      agreement  between  the  Parties  as of the  date  of this
                      Termination.   No  prior  written  or  oral  statement  or
                      agreement contrary to this Termination shall be recognized
                      or enforced.
<PAGE>

         B.           Effect of Partial Invalidity. In the event that nay one or
                      more of the provisions contained in this Termination shall
                      for  any  reason  be  held  to  be  invalid,   illegal  or
                      enforceable in any respect, such invalidity, illegality or
                      unenforceability  shall not affect any other provisions of
                      this Agreement.

         C.           Controlling   Law.  The   validity,   interpretation   and
                      performance of this  Termination  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
                      Termination  shall  be  brought  in a court  of  competent
                      jurisdiction  in Salt  Lake  Count,  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 Termination.

         D.           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 or 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
                      the  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,  such 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
                      backgrounds in that legal community.

         E.           Time is of the  Essence.  Time is of the  essence  of this
                      Termination and of each and every provision.

         F.           Mutual  Cooperation.  The Parties agree to cooperate  with
                      each other to achieve the purpose of this  Termination and
                      shall  execute such other and further  documents  and take
                      such  other and  further  actions as may be  necessary  or
                      convenient to effect the purpose of this Termination.

         G.           No Third Party  Beneficiary.  Nothing in this Termination,
                      expressed  or  implied  is  intended  to  confer  upon any
                      person,   other   than  the   Parties   hereto  and  their
                      successors,  any rights or remedies  under or by reason of
                      this Termination.

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

IN WITNESS WHEREOF,  the Parties have executed this  Termination  Agreement this
26TH day of June 1997.

A-Z                                                     Flexweight
A-Z Professional Consultants, Inc.                      Flexweight Corporation


/s/ Richard Surber                                      /s/ Tammy Gehring
Richard Surber, President                               Tammy Gehring, President