FINANCIAL CONSULTING AGREEMENT


         This Consulting Agreement  ("Agreement") is made effective this 1st day
of July 1997 by and between,  Park Street Investments,  Inc.  ("Consultant"),  a
Utah corporation and Flexweight  Corporation  ("Client"),  a Kansas  corporation
with respect to the following:

                                    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 business consulting services.

                                    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,  Client and Consultant
agree as follows:

    1.   Engagement of Consultant.  Consultant agrees to use its best efforts to
         assist Client:

         a.   and  counsel  Client  relative to the steps  necessary  to prepare
              Client  for  a  merger,   acquisition   or  business   combination
              ("Reorganization").   This  includes,   but  is  not  limited  to,
              facilitating  efforts to cause Client's  corporate status with the
              state to be in good  standing  and to maintain  its standing as so
              during  the  term  of  this  Agreement;  in the  negotiations  for
              potential settlement of Client's outstanding debts and litigation;
              in preparing  financial  statements  and obtaining an audit on the
              financial  statements in accordance  with U.S GAAP standards by an
              accounting  firm with SEC peer  review;  in  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.   in  restructuring  Client's  capital  formation  through a reverse
              split,  re-authorization  of debt and  equity;  in  preparing  and
              filing  proxy  material  and in  obtaining  shareholder  votes  on
              corporate matters.

         c.   in prospecting  for,  negotiating with and structuring a merger or
              business  combination  with a potential  reorganization  candidate
              ("Reorganization Candidate").

         d.   in finding an attorney to provide any necessary  legal  assistance
              and opinions as required or if requested;

         e.   to maintain Client's corporate books and records

         f.   to assist Client in the preparation of corporate resolutions,  and
              other correspondencies  necessary to fulfill its obligations under
              this Agreement.

         g.   in funding all of the costs for the above
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     All of the foregoing  services  collectively  are referred to herein as the
"Consulting Services."

2.   Compensation  Client shall  compensate  Consultant for consulting  services
     ("Consulting Services") rendered pursuant to this Agreement as follows:

         a.   At  closing  time  of  a  reorganization   between  Client  and  a
              Reorganization Candidate, Client shall issue to Consultant, shares
              of its  common  stock in an amount not to exceed  fifteen  percent
              (15%) of the total issued and  outstanding  shares of Client which
              amount is to be based on the total issued and  outstanding  shares
              of  Client   after  a   Reorganization   between   Client   and  a
              Reorganization Candidate.

         b.   Consultant  shall also be entitled to any cash fee that it is able
              to achieve from the reorganization candidate.

         c.   All shares issued to Consultant  pursuant to this Agreement  shall
              be  registered  under section S-8 of the  Securities  and Exchange
              Act. If Consultant's  shares are deemed  restricted under the Act,
              such shares shall have "piggy back"  registration  rights with any
              registration  statement,  such  statement  filed  at such  time as
              Client, in its sole discretion, deems advisable.

3.   Term of Agreement, Extensions and Renewals

     This  Agreement  shall  have a term of two years (the  "Initial  Consulting
     Period")  from the date  first  appearing  herein.  This  Agreement  may 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.  This  Agreement  may also be terminated  when a
     Reorganization  is completed and  Consultant is compensated as described in
     this Agreement.  Notwithstanding the above in this paragraph,  in the event
     of early  termination,  Client shall be obligated for any amounts due under
     this agreement.  Such notice of either extension or termination shall be in
     writing and shall be delivered via U.S.  certified mail,  when  applicable,
     effective ten (10) days after delivery to the other party.

4.   Due Diligence

     Client shall supply and deliver to  Consultant  all  information  as may be
     reasonably  requested  by  Consultant  to  enable  Consultant  to  make  an
     investigation of the Client and its business prospects, and they shall 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,  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 the
     Clients' business or that any subsequent financial  improvement will result
     from  Consultants'  efforts.  Client  understands and acknowledges that the
     success  or failure  of  Consultants'  efforts  will be  predicated  on the
     Clients' assets and operating results.
<PAGE>
6.   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 represent that they have
     not nor will they construe any of the  Consultants'  representations  to be
     statements  of  law.  Each  entity  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.

7.   Miscellaneous

    a.   The  execution  and   performance  of  this  Agreement  has  been  duly
         authorized  by  all  requisite  individual  or  corporate  actions  and
         approvals and is free of conflict or violation of any other  individual
         or corporate  actions and approvals  entered into jointly and severally
         by the parties hereto.  This Agreement  represents the entire Agreement
         between the parties  hereto,  and supersedes any prior  agreements with
         regards to the subject matter hereof. This Agreement may be executed in
         any  number  of  facsimile  counterparts  with  the  aggregate  of  the
         counterparts  together  constituting one and the same instrument.  This
         Agreement  constitutes  a valid and binding  obligation  of the parties
         hereto and their successors, heirs and assigns and may only be assigned
         or amended by written consent from the other party.

    b.   No term of this  Agreement  shall be  considered  waived  and no breach
         excused by either party  unless made in writing.  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,  and  this  Agreement  shall  be
         constructed  as if it never  contained  any such  invalid,  illegal  or
         unenforceable  provisions.  From time to time,  each party will execute
         additional  instruments  and  take  such  action  as may be  reasonably
         requested  by the  other  party  to  confirm  or  perfect  title to any
         property transferred hereunder or otherwise to carry out the intent and
         purposes of this Agreement.

    c.   The validity,  interpretation,  and performance of this Agreement shall
         be governed  by the laws of the State of Utah and any  dispute  arising
         out of  this  Agreement  shall  be  brought  in a  court  of  competent
         jurisdiction  in Salt Lake  County,  Utah.  If any action is brought to
         enforce or interpret the provisions of this  Agreement,  the prevailing
         party shall be entitled to recover  reasonable  attorneys'  fees, court
         costs,  and other costs incurred in proceeding with the action from the
         other party.

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

Flexweight Corporation


/s/ Tammy Gehring                      Date: July 1, 1997
Tammy Gehring, President


Park Street Investments, Inc.


/s/ Ken Kurtz                          Date: July 1, 1997
Ken Kurtz, President