CONSULTING AGREEMENT

         This  Agreement  is made and entered  into this 28th day of  September,
1999,  between  PalmWorks,  Inc.  (Nevada) (the "Company") and Northwest Capital
Partners,  L.L,C.  (the  "Consultant"),  and sets forth the terms and conditions
upon  which the  Consultant  will act as  financial  advisor  to the  Company in
connection with the completion of the financing described m Exhibit "A" attached
hereto (the "Financing").

         In  consideration  for the  mutual  promises  and  covenants  contained
herein,  and for other  good and  valuable  consideration,  receipt  of which is
hereby acknowledged, the parties hereto agree as follows:

1. PURPOSE.  The Company hereby engages the Consultant during the term hereof to
arrange financing, as a finder, for the Company upon terms and conditions as set
forth herein and in accordance  with the  requirements  set forth in Exhibit "A"
(the  "Financing").  Consultant  shall  also  have a right of first  refusal  to
consult with the Company  regarding  appropriate  financings  subsequent  to the
Financings  set forth in Exhibit "A" for a period of three years  following  the
term of this Agreement.

2. TERM. The term of this Agreement shall be for a period of 36 months, provided
that the Interim  Financing  shall be completed no later than December 31, 1999.
An offering  pursuant to Rule 504 or other  applicable Rule adopted  pursuant to
the Securities Act of 1933, as amended (the "Act"), shall be completed within 30
days of' the Company's  approval  and,  following the quotation of the Company's
common stock on the NASD OTC Bulletin Board.

3. DUTIES OF THE CONSULTANT.  During the term hereof,  Consultant  shall provide
the Company  with the benefit of its best  judgment  and efforts to complete the
Financing on a reasonable business basis in accordance with the requirements set
forth in Exhibit "A." It shall be Consultant's duty to suggest and evaluate from
the standpoint of financial soundness the Company's business plans and programs,
corporate  financial  structures,  and  corporate  organization,  and any  other
financial  matters  involving  the Company.  In  connection  with the  financing
contemplated by this Agreement,  Consultant  agrees that it will advise and work
with the Company to complete the Financing  successfully in accordance with Rule
504 or other  applicable  Rule under the Act and the related and applicable Blue
Sky laws of the states in which the  financing is  completed.  Consultant  shall
advise the Company of each proposed broker or other financing or referral source
identified  by  Consultant  prior  to  authorizing  any   participation  in  the
Financing.  Consultant shall use its best efforts,  after receiving  information
from Company  sufficient to comply with the  informational  requirements of Rule
15c2-11 under the Securities  Exchange Act of 1934 (the "1934 Act"),  to arrange
for the  shares  of  common  stock of the  Company  to be quoted on the NASD OTC
Bulletin Board either by direct  application and approval through the NASD or by
reverse merger. The Company and the Consultant shall review the filing of a Form
10 (1934 Act form) with the U.S.  Securities  and Exchange  Commission  upon the
execution  of this  agreement.  Company  agrees  that it will  accept  Financing
amounts at each closing  contemplated  by Exhibit "A" which are in excess of the
amounts in Exhibit "A" if Consultant is able to raise such additional amounts in
accordance  with the  appropriate  disclosure  and the  securities  registration
exemption  provisions  of the Act and the relevant  Blue Sky laws.  Consultant's
duties shall also include, but not be limited to:

3.1 Assist the  Company's  management  in the  development  and  execution  of a
strategic short-term, intermediate term and long-term financial plan;

3.2 Assist the Company in the negotiation of the terms of the Financings;

3.3 Assist the management of the Company in connection with inquiries made by or
on behalf of any proposed brokers and investors;

3.4 Assist the  management  of the Company in the  preparation  of  presentation
materials for the purpose of pursuing the Financing;

3.5 Using its best efforts,  on terms acceptable to the Company,  to arrange the
Financings as described in Exhibit "A" attached hereto.

3.6 If the Company and the Consultant determine that a direct application to the
NASD is not in the best interest of the Company and  determine  that the Company
go public by way of a reverse  merger with an existing  publicly  traded company
the  Consultant  will be  responsible  for the location and  acquisition of such
public company including all costs associated with its acquisition.

<PAGE>

4.       CONSULTANT'S COMPENSATION.

4.1 The Company  shall pay  Consultant a fee of $5,000 for each month or partial
month this  Agreement has been in effect,  providing  that such payment shall be
paid, as accrued,  at the closing of the Interim  Financing and then  continuing
through the closing of the Second and Third Stage  Financings,  as  described in
Exhibit  "A,"  by the  Consultant.  Upon  the  closing  of the  Third  Stage  of
Financing,  the fee of $5,000 per month will be extended  for an  additional  36
months, for duties to be mutually agreed upon by the parties.

4.2 The Company agrees that, at the closing of the first Interim  Financing,  as
described  in Exhibit  "A," by the  Consultant  or at the time the Company  goes
public,  the Company  will issue to the  Consultant  1,500,000  shares of common
stock of the Company at value of $0.01 per share. The Consultant's  shares shall
be held in escrow by the Company's  lawyer pursuant to an escrow  agreement that
releases the  Consultant's  shares to the  Consultant  based upon the  following
terms and conditions:

         Upon the  completion  of the First Interim  Financing,  as described in
Exhibit "A", the Consultant  shall have earned 750,000 shares of the Company and
such shares will be  delivered to the  Consultant.  Upon the  completion  of the
Second Interim Financing, as described in Exhibit "A", the Consultant shall have
earned an  additional  750,000  shares of the  Company  and such  shares will be
delivered to the Consultant.  Upon the Company's receipt of the aggregate amount
of  $1,000,000  through any  combination  of the Interim,  Second or Third Stage
financings  as described in Exhibit  "A", the  Consultant  shall have earned all
1,500,000  shares  of the  Company  and such  shares  will be  delivered  to the
Consultant.  In the event that the Company terminates this agreement the Company
retains  the right to  purchase  all of the  Consultant's  shares that remain in
escrow for $0.01 per share.

4.3 The  Company  agrees  to issue the  Consultant  an  option  to  purchase  an
additional  1,000,000 shares at $0.01 per share. This option can be exercised at
any  time  upon the  Company's  market  capitalization  achieving  the  value of
$100,000,000.00  or more.  The shares  under this  option  will be issued by the
company as  restricted  shares at a value of $0.01 per share and will be granted
"piggy-back"  rights so that the shares will be  registered  upon the  Company's
first registration after the share's issuance.

4.4 The  Company  agrees  that it shall  reimburse  Consultant  for  reasonable,
out-of-pocket  expenses  incurred  by  Consultant  in  performing  the  services
provided pursuant to this Agreement,  provided that such  out-of-pocket  expense
reimbursement  shall not exceed $3,000 in any calendar  month or partial  month,
and provided  that any  expenses in excess of $500 in any  calendar  month shall
require advance approval by the Company.  Such reimbursement  shall be paid upon
the within 30 days of the Company's  receipt of the Consultant's  invoice.  Such
reimbursement  may be claimed for any month  commencing with the signing of this
Agreement and monthly thereafter to the date of each closing,  payable within 30
days of receipt.

4.5 If the Consultant is  unsuccessful  in introducing  investors to the Company
(either  directly  or  through  a  broker)  who  would  be  willing  to fund the
Financings  contemplated in Exhibit "A" within the time periods set forth,  this
Agreement  may be  terminated  at the  Company's  discretion,  unless  otherwise
extended by mutual  consent.  Such consent will be implied should the Company be
in or continue  negotiation  with investors  which should  reasonably  result in
successful  Financing or should the Company  accept fund from one of the sources
introduced  to the  Company by the  Consultant  during  this  period.  Following
termination,  however, Consultant will be entitled to the consideration above as
to  those  stages  of  the  Financing  completed  and in the  event  that  after
termination  a  financing  of any kind or amount is  consummated  with any party
introduced  to the Company by the  Consultant  during a period of twelve  months
after termination of this Agreement.

<PAGE>

5.       INDEMNIFICATION.

5.1 The Company  agrees to indemnify  the  Consultant,  its agents and employees
against  any  and  all   claims,   lawsuits,   and   litigation   arising   from
representations  of the Company  made to  Consultant  or  prospective  investors
concerning its business plan and financial condition. Such indemnification shall
include reasonable attorney's fees to defend any such actions or claims.

5.2 The  Consultant  agrees to indemnify  the Company,  its agents and employees
against  any  and  all   claims,   lawsuits,   and   litigation   arising   from
representations of the Consultant made to prospective  investors  concerning the
Company except for those  representations  constituting  information provided by
the Company.  Such indemnification  shall include reasonable  attorney's fees to
defend any such actions or claims.

5.3 Promptly  after  receipt by an  indemnified  party of notice of any claim or
commencement  of any  action in respect of which  indemnity  may be sought,  the
indemnified  party will notify the indemnifying  party in writing of the receipt
or  commencement  thereof  and the  indemnifying  party  shall have the right to
assume the  defense of any such claim or action  (including  the  employment  of
counsel reasonably satisfactory to the indemnified party and the payment of fees
and expenses of such counsel),  after which the indemnifying  party shall not be
liable to the  indemnified  party for any legal fees incurred by the indemnified
party in  connection  with the defense of such claim or action.  Notwithstanding
the prior sentence,  the  indemnified  party shall have the right to control its
defense if, in the opinion of its counsel,  the  indemnified  party's defense is
unique or separate to it, as the case may be, as opposed to a defense pertaining
to the indemnifying  party. In such event, the indemnified  party shall have the
right to retain counsel reasonably satisfactory to the indemnifying party at the
indemnifying  party's  expense to represent it in any claim or action in respect
of which  indemnity may be sought and agrees to cooperate with the  indemnifying
party and the  indemnifying  party's counsel on the defense of any such claim of
action, it being understood,  however, that the indemnifying party shall not, in
connection with any such claim or action or separate but  substantially  similar
or  related  claim or action in the same  jurisdiction  arising  out of the same
general  circumstances,  be liable for the reasonable  fees and expenses of more
than one separate firm of attorneys, unless the defense of one indemnified party
subject to the same claim or action. No party shall be liable for any settlement
of any claim or action effected without its written consent.

6. REPRESENTATION AND WARRANTIES. Company represents and warrants a follows:

6.1 The  Company  has  been  duly  incorporated  and is  validly  existing  as a
corporation  in good  standing  under  the laws of the  state of  Nevada  and is
qualified as a foreign corporation where required.

6.2 The shares of common  stock of the Company  which will be  delivered  to the
investors  Consultant  will be duly authorized and validly issued and fully paid
and nonassessable.

<PAGE>

7. CONDITIONS PRECEDENT. Consultant's duties to use its best efforts to complete
the Financings contemplated herein shall be subject to:

7.1 The  Company  will not  change or modify  the  Company's  capital  structure
without the prior  written  consent of  Consultant,  which  consent shall not be
unreasonably withheld.

7.2 The Company will submit quarterly budgets to Consultant during the period of
the Financing and for one year after successful completion of the Financing.

7.3 The Company will provide all pertinent  information  in connection  with the
Company's  assets,  including,  but not limited to, all tangible and  intangible
assets, and all copyright and trademark information.

7.4 The Company shall have received executed employment  agreements from each of
its  officers  and  Directors  and other key  individuals  in a form  reasonably
appropriate in accordance with industry standards.

7.5 The Company will provide  Consultant with all information and  verifications
thereof which  Consultant or its legal counsel may  reasonably  request from the
Company in a manner and form satisfactory to Consultant and its legal counsel.

7.6 Receipt by Consultant of suitable  financial  statements of the Company that
are in form and substance  satisfactory to Consultant,  in its sole  discretion.
The Company shall provide financial statements consisting of a balance sheet and
a related  statement of income for the period then ended,  which fairly  present
the financial condition of each as of their respective dates and for the periods
involved,  and such  statements  shall be prepared in accordance  with generally
accepted accounting principles  consistently applied or upon such other basis as
the parties shall mutually agree and for the periods  mutually agreed upon among
the parties.

7.7 All existing  shares of the Company have or will be issued in  accordance to
Rule 4(2) of the 1933 Act and consequently,  such securities will be "Restricted
Securities"  as such term is defined in Rule 144 as  promulgated  under the 1933
Act and thus will be subject to certain resale  limitations as contained in Rule
144 and the certificates  shall bear the following  restrictive  legend limiting
their resale under Rule 144 of the Act.

                  "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE BEEN
                  ACQUIRED  PURSUANT TO A TRANSACTION  EFFECTED IN RELIANCE UPON
                  SECTION 4(2) OF THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE
                  "ACT"),  AND  HAVE  NOT BEEN  THE  SUBJECT  OF A  REGISTRATION
                  STATEMENT  UNDER THE ACT OR ANY STATE  SECURITIES  ACT.  THESE
                  SECURITIES  MAY NOT BE SOLD OR  OTHERWISE  TRANSFERRED  IN THE
                  ABSENCE OF SUCH REGISTRATION OR APPLICABLE EXEMPTION THEREFROM
                  UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES ACT."

8.       CONDITIONS AND SUBSEQUENT.

8.1 For a period of three years from the date of closing of a Financing arranged
by Consultant  pursuant to this Agreement,  the Company will provide Consultant,
at its expense,  following a reasonable request by Consultant for the purpose of
reviewing and/or protecting the Company's shareholder's  interests,  with copies
of stock transfer  sheets from the Company's  Transfer  Agent, as well as weekly
DTC Reports from the Depository  Trust Company to the extent such reports can be
made  available to a party that is not an  affiliate  of the  Company,  and will
provide  Consultant with all publicly  available  financial reports and publicly
available  reports  of  material  developments  regarding  the  Company  and its
compliance with laws and  regulations  applicable  thereto.

8.2 For a period of three  years  after the date  that the  Company's  shares of
common stock  commence  trading on the NASD OTC Bulletin  Board,  the  Company's
executive  offices  and  directors  who own at least  five  percent  (5%) of the
Company's common stock ("Principal  Stockholders") and the Company shall provide
the  Company's  officers  with the right of first  refusal  with  respect to any
offering  (public or private) of the Company's  securities by either the Company
or the Principal Stockholders involving more than 1000 shares of stock.

<PAGE>

         For a period of three years after the date that the Company's shares of
common stock  commence  trading on the NASD OTC Bulletin  Board,  the  Company's
executive  officers  and  directors  who own at least five  percent  (5%) of the
Company's common stock ("Principal  Stockholders") and the Company shall provide
the Company with the second right of first  refusal with respect to any offering
(public or private)  of the  Company's  securities  by either the Company or the
Principal Stockholders involving more than 1000 shares of stock.

         For a period of three years after the date that the Company's shares of
common stock  commence  trading on the NASD OTC Bulletin  Board,  the  Company's
executive  officers  and  directors  who own at least five  percent  (5%) of the
Company's common stock ("Principal  Stockholders") and the Company shall provide
the  Consultant  with the  third  right of first  refusal  with  respect  to any
offering  (public or private) of the Company's  securities by either the Company
or the Principal Stockholders involving more than 1000 shares of stock.

         For a period of three years after the date that the Company's shares of
common stock  commence  trading on the NASD OTC Bulletin  Board,  the  Company's
executive  officers  and  directors  who own at least five  percent  (5%) of the
Company's common stock ("Principal  Stockholders") and the Company shall provide
the other  Principal  Stockholders of the Company with the fourth right of first
refusal  with  respect to any  offering  (public or  private)  of the  Company's
securities by either the Company or the Principal  Stockholders  involving  more
than 1000 shares of stock.

8.3 The Company's  officers and  directors  will use their best efforts to cause
each Principal  Shareholder and each other holder of 5% or more of the Company's
common stock to enter into an agreement with Consultant pursuant to the terms of
which each such person  shall agree not to sell any shares  owned by such person
on the NASD OTC  Bulletin  Board,  for a period of twelve  months after the date
that the  Company's  shares of common  stock  commence  trading  on the NASD OTC
Bulletin Board, without  Consultant's prior written consent,  which consent will
not be  unreasonably  withheld.  Provided  that each such  person may sell up to
1,000  shares  every three  months  after the first 180 days has passed the date
that the Company's shares common stock commence trading on the NASD OTC Bulletin
Board.

8.4  Consultant  shall be  entitled  for a period of five  years to  nominate  a
director for the  Company's  board of  directors  which the  Company's  existing
directors  will support.  Such  director  shall be paid the same salary as other
directors (for director's  duties  performed) and shall participate in all bonus
programs granted to the Company's board of directors.

9.  TERMINATION  OF  RELATIONSHIP.  This  Agreement  shall  terminate  upon  the
happening of any one of the following events:

9.1 Either party may terminate  this  Agreement  upon ten days written notice to
the other that a material  breach by the other of the terms or covenants of this
agreement  shall have  occurred and such breach shall not have been cured within
ten days after such notice.

9.2 Either party shall have the right (but not the obligation) to terminate this
Agreement  upon  written  notice to the other  party if such  terminating  party
reasonably determines that the other party or any of its directors,  officers or
controlling  shareholders has engaged in any unlawful,  wrongful,  or fraudulent
act against the Company or its shareholders.

<PAGE>

9.3 Either party shall have the right (but not the obligation) to terminate this
Agreement upon written notice to the other party if such terminating party shall
determine that any material fact concerning the other party  represented to them
during the course of  performing  their  undertakings  under this  Agreement are
misstated or untrue or that the other party has intentionally  failed to provide
the terminating party with material facts concerning the other party.

9.4 Either party may terminate  this  Agreement at any time: (i) in the event of
war; (ii) in the event of any material adverse change in the business,  property
or financial  condition of the Company (of which  terminating party shall be the
sole judge);  (iii) in the event of any action,  suit or proceeding at law or at
equity  against the Company or  Consultant,  or by any  Federal,  State or other
commission or agency where any unfavorable  decision would materially  adversely
affect the business, property, financial condition or income of a party; (iv) in
the event of adverse market  conditions of which event the terminating  party is
to be the sole  judge.  Further,  Consultant's  commitment  will be  subject  to
receipt  by  Consultant  of all  information  and  verifications  thereof  which
Consultant or their counsel may reasonably  request from the Company in a manner
and form satisfactory to Consultant.

In the event of  Termination  by  Consultant,  upon grounds stated herein above,
Consultant  shall be entitled to accrued  fees and  expense  reimbursements  and
shares  otherwise  payable  shall  be  paid as  though  this  Agreement  was not
terminated.

10.      MISCELLANEOUS.

10.1  Authorization.  This  Agreement  has been duly  authorized,  executed  and
delivered by and on behalf of the Company and the Consultant.

10.2  Notices.  Any notice or other  communication  required or permitted by any
provision of this Agreement shall be in writing and shall be deemed to have been
given or served for all purposes if delivered  personally  or sent by registered
or certified mail, return receipt requested,  postage prepaid,  addressed to the
parties as follows:

         To Consultant:                     Northwest Capital Partners, L.L.C.
                                            Mr. Brent Nelson
                                            10900 NE 8th Street, Suite 900
                                            Bellevue, Washington  98004
                                            Tel:  425-455-1969
                                            Fax:  425-990-5979

         To the Shareholders

         and to the Company:                PalmWorks, Inc. (Nevada)
                                            Mr. James T. Voss
                                            2525 South Shore Blvd., Suite 309
                                            League City, TX  77573-2989
                                            Tel:  281-334-5940
                                            Fax:  281-334-0889

<PAGE>

10.3  Validity;  Complete  Agreement.  The  validity and  enforceability  of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision hereof.  This Agreement sets forth the entire  understanding and
embodies the entire  agreement of the parties with respect to the subject matter
covered  hereby  and  supersedes  all prior or  contemporaneous  oral or written
agreements, understandings,  arrangements,  negotiations or communications among
the parties hereto.

10.4  Amendment.  This  Agreement  shall not be  modified  or amended  except by
written agreement of the parties hereto.

10.5 Governing Law. This Agreement shall be governed by the laws of the state of
Washington giving effect to that state's conflict of laws principle.

         In witness whereof,  the parties hereto have executed this Agreement as
of the date first above written.

NORTHWEST CAPITAL PARTNERS, L.L.C.



By       /s/ Brent Nelson
         -----------------------------
         Brent Nelson, President



PALMWORKS, INC. (NEVADA)



By       /s/ James T. Voss
         ------------------------
         James T. Voss, Chairman & CEO


<PAGE>


                                   EXHIBIT "A"

                            PalmWorks, Inc. (Nevada)

                             Financing Requirements
                   Attached hereto and made a part hereof the
                   Agreement between PalmWorks, Inc. (Nevada)
                     and Northwest Capital Partners, L.L.C.
                            Dated September 28, 1999

MINIUMUM AMOUNT                                               APPROXIMATE DATE
---------------                                               ----------------
$350,000 Interim Financing                                    October 31, 1999
$650,000 Interim Financing (1)                                December 31, 1999
$500,000 Interim Financing                                      March 31,2000
Second and Third Stage financing as required (2)

(1)      The price per share of common stock shall be  determined by the Company
         following consultation with Consultant.

(1)      The term "Interim Financing" as used in the Agreement shall include
         segment 1, 2, and 3 above.

(2)      Within 6 months after the date the Company's  common stock is quoted on
         the NASD OTC Bulletin Board, provided that the Company has subsequently
         filed  with the  U.S.  Securities  and  Exchange  Commission  a Form 10
         pursuant to Section 12(g) of the 1934 Act.


<PAGE>


                            PALMWORKS, INC. (NEVADA)
                         APPROVAL OF CAPITAL RESTRUCTURE

         The  undersigned  hereby  agree to  revise  the  Capital  Structure  of
PalmWorks, Inc. (Nevada) a indicated below.  Furthermore,  the undersigned agree
to allow the  PalmWorks,  Inc.  (Nevada)  Compensation  Committee to grant stock
options  from those  shares of stock  reserved  in the  Employee  Pool to new or
existing hires, in accordance with the option package structure guidelines to be
determined by the PalmWorks,  Inc. (Nevada) Compensation  Committee,  and at the
Committee's discretion.

Signed this 28th day of September, 1999 by:

/s/ Brent Nelson
---------------------
Brent Nelson

President, Northwest Capital Partners, L.L.C.



/s/ James T. Voss
----------------------
James T. Voss

Chairman & CEO, PalmWorks, Inc. (Nevada)


                                        Number of Shares of Common Stock
Shareholder                                    After Restructuring
James T. Voss                                        2,000,000
Ellen S. Eckler                                      1,400,000
Mike Barnwell                                          250,000
Stock Options                                        1,600,000
Northwest Capital                                    1,500,000
                                                     ---------
TOTAL                                                6,750,000


Financing Required                            Dollars Received
------------------                            ----------------
October 31, 1999                                     $ 350,000
December 31, 1999                                    $ 650,000
March 31, 2000                                       $ 500,000
                                                     ---------
TOTAL                                               $1,500,000