CONSULTING AGREEMENT

         This Consulting Agreement is made effective this 1st day of March, 1996
by and between A & Z Professional  Consultants,  Inc., a Utah  corporation  with
offices  at  268  West  400  South,  Suite  310,  Salt  Lake  City,  Utah  84101
(hereinafter "Consultant") and Flexweight Corporation a Kansas corporation, with
offices as found under "Notices" below (hereinafter "Client").

                                    RECITALS

         WHEREAS,  Consultant is in the business of providing  general  business
         consulting  services to privately held and publicly-held  corporations,
         and

         WHEREAS, Client desires to retain Consultant to provide advice relative
         to corporate and consulting services, and

         WHEREAS,  Mr. Gerald Kathol is a shareholder and director of Client and
         agrees to facilitate  Consultant's efforts to the benefit of the Client
         and subject to the limitations of their Agreement, then

         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, Client and Consultant agree as follows:

        1.        Engagement of Consultant.

        (a)  Consultant  agrees  to  retain  sub-contractors,  including  Canton
        Financial Services  Corporation to act under Consultant's  guidance,  to
        assist and counsel  Client  relative to the steps  necessary  to prepare
        client for a merger. This includes,  but is not limited to, facilitating
        efforts to cause Client's  corporate status with the state to be in good
        standing;  re-structuring  Client's capital  formation  possibly through
        reverse splits,  re-authorization  of debt and equity;  participating in
        the negotiations for potential  settlement of Client's outstanding debts
        and litigation; preparing financial statements and audits; preparing and
        filing  other  documents  with the  necessary  regulatory  bodies  as is
        required  by law,  including,  but not limited to  preparing  and filing
        forms 10K and 10Q as necessary.

        (b) Consultant  agrees to prospect for,  interview and perform necessary
        due  diligence  on potential  merger  candidates  and to  negotiate  and
        structure proposed mergers with potential candidates.

        (c)  Consultant  further agrees to aid Client in preparation of Client's
        15c2-11,  and to use its best efforts to recruit  market makers in order
        to develop a market for Client's stock. Additionally,  Consultant agrees
        to assist client in preparing  press  releases and corporate fact sheets
        and to  perform  other  public and  investor  relations  services  in an
        attempt to develop an active market for Client's stock.

        (d)  Consultant  requires,  in order to proceed as outlined and proposed
        herein,  and Client  agrees to use its best  efforts to acquire,  a vote
        among existing shareholders to approve a reverse stock split which shall
        reduce existing outstanding shares to no less than 50,000 shares.

        (e) Client  agrees to attempt to acquire  sufficient  vote from existing
        shareholders to elect new board members and company officers as directed
        by  Consultant.  Said board may also  include Mr.  Gerald  Kathol at Mr.
        Kathol's sole discretion.  Mr. Kathol further agrees to allow Consultant
        to have  complete  voting  rights  of his  shares  for the  term of this
        agreement  -- after which time said voting  rights  shall  revert to him
        automatically without any further instruments being executed.

        2.        Compensation.

        (a) Upon the execution of this  agreement,  Client agrees to issue as an
        engagement  fee an amount  equal to 25% of the  issued  and  outstanding
        shares of Client in restricted stock  ("Engagement  Shares") (the nature
        of the  restriction  to be subject to  approval  of Mr.  Kathol),  to be
        divided  among  parties  (described  in  items  (i) and (ii)  below)  as
        follows:
<PAGE>

                  (i)         A-Z Professional  Consultants,  Inc. shall receive
                              an  amount  equal  to   ninety-percent   (90%)  of
                              Engagement Shares.

                  (ii)        Park Street  Investment,  Inc.,  shall  receive an
                              amount equal to ten (10%) of Engagement Shares.

                  (iii)       Said shares shall be common stock of Client with a
                              par value of .001.  If Client  experiences a share
                              split of its stock,  said shares shall be adjusted
                              proportionately.

        (c) Upon completion of Client's audited financials,  filing of a current
        10K and 10Q, and delivery of a Rule 15c2-11 package to a market maker as
        submittal  for trading on the NASD  electronic  bulletin  board,  Client
        shall issue as an  additional  fee to designees of  Consultant an amount
        equal to  fifteen-percent  (15%) of the issued and outstanding shares of
        Client.  Said shares shall be issued pursuant to a form S-8 registration
        to be  prepared  by  Consultant  with  cooperation  from  Client and Mr.
        Kathol. In the event that an issuance based upon a form S-8 registration
        is not available,  said shares shall be issued with registration  rights
        as further described herein as Attachment "A".

        (d) In addition to these fees,  Consultant and/or its designees shall be
        entitled  to an  option  on  additional  shares in the event of a merger
        between Client and parties  introduced by Consultant.  Said option shall
        be equal to an amount such that  Consultant  and or its designees  shall
        own no more than  ninety-percent  (90%) of the  issued  and  outstanding
        shares of Client  immediately  prior to  Transfer.  Said shares shall be
        issued pursuant to a form S-8  registration to be prepared by Consultant
        with  cooperation  from  Client  and Mr.  Kathol.  In the event  that an
        issuance  based  upon a form S-8  registration  is not  available,  said
        shares  shall be issued with  registration  rights as further  described
        herein as Attachment "A".

        (e) In the event of a merger, Consultant shall further pay to Mr. Kathol
        and/or  designees  ten  percent  (10%) of the total  stock fee earned by
        Consultant  or its  designees in the  aggregate,  or a minimum of 40,000
        shares of Client's common stock for such merger, whichever is greater.

        (f)  For  the  Term  of  this  Agreement,  Client  agrees  not to  issue
        additional shares of Client to any parties without  Consultant's written
        permission.

        3.        Term of Agreement, Extensions and Renewals.

        This Agreement  shall have an initial term of one (1) year ("Term") from
        the above date first  appearing  herein,  although the  Agreement may be
        terminated earlier if the consulting services are completed prior to the
        expiration  of this time  period.  This  Agreement  can be extended on a
        month to month basis (the "Extension Period") by mutual agreement of the
        parties  executed  in  writing   specifying  the  compensation  for  the
        Extension  Period.  Such notice of either extension or termination shall
        be in writing and shall be effective ten (10) days after delivery to the
        other party.  In the event of  termination  pursuant to this  paragraph,
        neighter party shall have any further  rights or  obligations  hereunder
        after the effective date of such termination  except that the obligation
        of Client to make  payments as  provided  for in this  Agreement  and to
        reimburse  costs  and  expenses  shall  continue  until  paid in full by
        Client.

        4.        Due Diligence.

        (a) Client will provide  Consultant  as soon as possible  the  following
        information:

            *            Articles,   By-Laws,   Minutes  of  Shareholder's   and
                         Director's meetings, Board Resolutions
            *            Copies of all tax and SEC filings going back five years
                         (including 10K's and 10Q's if available)
            *            Copies  of  most  current   three  years  of  financial
                         statements
            *            Previous 15c-211 if available
            *            Letter  from  the   Company   listing  all  pending  or
                         threatened litigation
            *            Computer   printout  of  shareholder   list  and  stock
                         transfer records
            *            Proof of ownership of assets, accounts receivable, bank
                         statements and copies of deeds, liens,  mortgages,  and
                         any other documents that may be reasonably  required by
                         Consultant   to  execute  its  due  diligence  for  the
                         transactions contemplated herein.
<PAGE>

        (b) Client shall use best efforts to make available to Consultant  other
        information  relating to its business as may be reasonably  requested by
        Consultant to enable Consultant to make such investigation of Client and
        its  business  prospects,  and  Client  shall use best  efforts  to make
        available  to  Consultant  names,  addresses  and  telephone  numbers as
        Consultant  may need to  verify  or  substantiate  any such  information
        provided.

        5.        Best Efforts Basis.

        Consultant  agrees that it will at all times  faithfully and to the best
        of its experience,  ability and talents, perform all the duties that may
        be  required  of and  from  Consultant  pursuant  to the  terms  of this
        Agreement.  Consultant does not guarantee that its efforts will have any
        impact on Client's business or that any subsequent financial improvement
        will result of Consultant's efforts. Client understands and acknowledges
        that the success or failure of  Consultant's  efforts will be predicated
        on Client's assets and operating  results,  of which Consultant has been
        advised that there are minimal assets and operating results at best.

        6.        All Prior Agreements Terminated.

        This Agreement  constitutes the entire understanding of the parties with
        respect to the  engagement of Consultant,  and all prior  agreements and
        understandings  with respect thereto are hereby  terminated and shall be
        of no force effect.

        7.        Consultant is Not an Agent or Employee.

        Consultant's  obligations  under this  Agreement  consist  solely of the
        Consulting  Services  described  herein. In no event shall Consultant be
        considered  to act as the  employee  or agent  of  Client  or  otherwise
        represent or bind Client. For the purposes of this Agreement, Consultant
        is an independent  contractor.  All final decisions with respect to acts
        of Client  or its  affiliates,  whether  or not made  pursuant  to or in
        reliance on  information  or advice  furnished by Consultant  hereunder,
        shall be those of Client or such  affiliates and Consultant  shall under
        no  circumstances be liable for any expense incurred or loss suffered by
        Client as a consequence of such action or decisions.

        8.        Independent Legal and Financial Advice.

        Consultant  is  not a law  firm,  neither  is  it  an  accounting  firm,
        Consultant does,  however,  employ  professionals in those capacities to
        better  enable  Consultant  to  provide  consulting   services.   Client
        represents  that it has not nor  will it  construe  any of  Consultant's
        representations to be statements of law. Client has and will continue to
        seek the independent advice of legal and financial counsel regarding all
        material  aspects of the  transactions  contemplated  by this Agreement,
        including the review of all  documents  provided by Consultant to Client
        and  all   opportunities   Consultant   introduces  to  Client.   Client
        acknowledge that the attorneys,  accountants and other advisors employed
        by Consultant  represent the interests of Consultant solely, and that no
        representation  or warranty has been given to Client by Consultant as to
        any  legal,   tax,   accounting,   financial  or  other  aspect  of  the
        transactions contemplated by this Agreement.

        9.        Miscellaneous.

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

        (b) Amendment. This Agreement may be amended or modified at any time and
        in any manner only by an instrument  in writing  executed by the parties
        hereto.
<PAGE>
        (c)  Waiver.  All the rights and  remedies  of either  party  under this
        Agreement  are  cumulative  and not  exclusive  of any other  rights and
        remedies provided bylaw. No delay or failure on the part of either party
        in the  exercise  of any right or remedy  arising  from a breach of this
        Agreement  shall operate as a waiver of any  subsequent  right or remedy
        arising from a subsequent  breach of this Agreement.  The consent of any
        party where  required  hereunder to any act of  occurrence  shall not be
        deemed to be a consent to any other act of occurrence.

        (d)  Assignment:

                  (i)         Neither this Agreement nor any right created by it
                              shall be  assignable  by either party  without the
                              prior written consent of the other;

                  (ii)        This  agreement  is  intended to confer its rights
                              and benefits upon Mr. Rosenberg,  the Client,  its
                              heirs, assigns, and successors in interest.

        (e) Notices. Any notice or other communication  required or permitted by
        this  Agreement  must be in writing  and shall be deemed to be  properly
        given when  delivered in person to an officer of the other  party,  when
        deposited  in the Unites  States mails for  transmittal  by certified or
        registered  mail,  postage  prepaid,  or when  deposited  with a  public
        telegraph   company   for   transmittal   or  when  sent  by   facsimile
        transmission,  charges  prepared  provided  that  the  communication  is
        addressed:

                           (i)      In the case of Consultant to:

                                    Canton Financial Services, Inc.
                                    Attention: Steven A. Christensen
                                    268 West 400 South
                                    Suite 310
                                    Salt Lake City, Utah 84101
                                    Telephone: (801) 575-8073
                                    Facsimile: (801) 575-8340




                           (ii)     In the case of Client, to:

                                    Flexweight Corporation
                                    Attention: Gerald J. Kathol
                                    7701 East Kellog Suite 600
                                    Witchita, KS   67207
                                    Telephone: (316) 684-6182
                                    Facsimile: (316) 684-4764

        or to such other person or address designed by Client to receive notice.

        (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)  Entire  Agreement.   This  instrument  and  the  exhibits  to  this
        instrument contain the entire Agreement between the parties with respect
        to the transaction  contemplated by the Agreement. It may be executed in
        any  number  of  counterparts  but  the  aggregate  of the  counterparts
        together constitute only one and the same instrument.

        (h) 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.
<PAGE>
        (i) Controlling  Law. The validity,  interpretation,  and performance of
        this  Agreement  shall be controlled by and construed  under the laws of
        the State of Kansas.

        (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 fee from the other party. The attorney's fees
        may be ordered by the court in the trial of any action described in this
        paragraph  or  may  be  enforced  in  a  separate   action  brought  for
        determining attorney's fees.

        (k) Time is of the Essence. Time is of the essence of this Agreement and
        of each and every provision hereof.

        (l) 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.

        (m) Indemnification. The parties agrees to indemnify each other and hold
        each other  harmless  from and against  all  demands,  claims,  actions,
        losses,  damages,  liabilities,  costs and expenses,  including  without
        limitation,   interest,  penalties  and  attorneys'  fees  and  expenses
        asserted  against or imposed or incurred by either party by reason of or
        resulting  from a  breach  of  any  representation,  warranty,  covenant
        condition or agreement of the other party to this Agreement.

        (n) 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  successors,  any rights or remedies under or by reason
        of this  Agreement,  unless  this  Agreement  specifically  states  such
        intent.

        (o)  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 a signed original of this Agreement.

        IN WITNESS WHEREOF, the parties have executed this Agreement on the date
herein above written.

A-Z PROFESSIONAL CONSULTANTS, INC.

By:/s/ Richard Surber
Richard Surber
President


FLEXWEIGHT CORPORATION

By:/s/ Gerald Kathol
President & Director