EXHIBIT 10.15
                                  -------------

               Capstone Partners Investment Banking and Consulting
              Agreement dated September 27, 1999, attached hereto.

                   INVESTMENT BANKING AND Consulting AgreemenT
                                       FOR
                          American Fire Retardant Corp.

     This  Agreement  ("Agreement")  is made as of September  27,  1999,  by and
between American Fire Retardant Corp., a Nevada corporation,  with its principal
place of business at 9337 Bond Avenue, El Cajon,  California 92021  ("Company"),
and Capstone Partners, Inc., a Utah limited liability company, ("CAPSTONE") with
its principal offices at 3475 Lenox Road, Suite 400, Atlanta, Georgia 30326.

                                   Witnesseth

     WHEREAS,  Company  requires  expertise  in the areas of  corporate  finance
consulting,  securities compliance and regulation,  securities markets awareness
and  support,  and general  investment  banking  services to support its further
development and growth; and

     WHEREAS,  CAPSTONE,  an NASD-member  broker dealer,  through its Investment
Banking Department, is in the business of providing corporate finance advice and
services,  investment  banking  services,  and other related  advisory  services
including  business  development,   advice  on  mergers  and  acquisitions,  and
strategic planning; and

     WHEREAS,  The  Company  and  CAPSTONE  intend  that  this  Agreement  shall
supercede and replace all other written investment banking or financial services
agreements  previously  entered  in  to  by  the  parties  or  their  respective
affiliates.

     NOW,  THEREFORE,  in  consideration  of the  premises  above and the mutual
promises  and  covenants  contained  herein  and  subject  specifically  to  the
conditions hereof, and intending to be legally bound thereby,  the parties agree
as follows:

1. Certain  Definitions- When used in this Agreement,  the following terms shall
have the meanings set forth below:

     1.1  Affiliate  - any  persons or entities  controlled  by or under  common
          control of a party to this Agreement.

     1.2  Company  - the  Company  who uses the  services  of  CAPSTONE.  Unless
          specifically  stated otherwise,  the term "Company" shall also include
          any other business enterprises which are affiliated with the Company.

     1.3  Contact  Person - The persons who shall be primarily  responsible  for
          carrying  out the duties of the  parties  hereunder.  The  Company and
          CAPSTONE  shall each appoint a Contact  Person to be  responsible  for
          their respective  duties.  In the event that one party gives notice to
          the other party in writing  that,  in their  reasonable  opinion,  the
          other party's  Contact  Person is not able to fulfill their duties and
          responsibilities  hereunder,  both parties shall mutually agree upon a
          replacement Contact Person within 10 days of the said notice.

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     1.4  Extraordinary  Expenses - are expenses that are beyond those  expenses
          that are usual,  regular,  or  customary  towards the  performance  of
          CAPSTONE's duties in fulfillment of the scope of this Agreement.

     1.5  Equity - cash,  securities or liquid  assets,  specifically  excluding
          real property.

     1.6  Payment or Payable in Kind - distribution  or delivery of compensation
          in the same type and form as was given as valuable consideration for a
          transaction.

2. Contact  Persons.  The Contact  Persons for the Company are Stephen F. Owens,
President and Angela M. Raidl, Vice President and Secretary. The Contact Persons
for CAPSTONE are Gregory Bartko,  Esq.,  Chief  Executive  Officer and Ronald P.
Ardt, President.

3. Services to be Rendered by CAPSTONE.  Services to be rendered by CAPSTONE are
as follows:

     3.1  Advice and Counsel. CAPSTONE will participate with the Company's other
          professionals  and advisors to provide  advice and counsel in relation
          to the Company's  strategic  business and financial  plans,  and other
          strategies,   including  but  not  limited  to,   identification   and
          negotiations  with  potential  lenders  and  investors,   mergers  and
          acquisition candidates,  joint ventures, corporate partners and others
          involving financial and financially related  transactions,  as well as
          marketing  and public  relation  matters as  requested by the Company.
          CAPSTONE may provide additional mergers and acquisition candidates and
          strategies so as to assist the Company in its corporate  expansion and
          development.

          In addition,  CAPSTONE will assist in creating one or more  securities
          offering structures for the Company, either debt and equity offerings,
          will assist in identifying  one or more funding sources and strategies
          designed  to  locate   investment   capital  for  the   Company,   and
          specifically  will use its best efforts to identify and  negotiate the
          placement of a "bridge capital" facility currently being undertaken by
          the Company.  This Agreement  shall  specifically  include  investment
          banking  services  related to the  Company's  planned Rule 506 private
          placement  offering  to be  structured  for  the  purpose  of  placing
          sufficient  debt  and/or  equity  securities  to enable the Company to
          raise a minimum  of $2.0  million  and a maximum  of $3.0  million  of
          investment  capital,  on terms and  according  to a corporate  finance
          structure hereinafter to be agreed upon by the parties.

     3.2  Introductions  to the  Securities  Brokerage  Community.  CAPSTONE has
          developed an association with a multitude of other NASD-member  broker
          dealers and investment professionals.  In the event the utilization of
          such association becomes necessary or desirable,  CAPSTONE will enable
          and  facilitate  contact  with  the  Company  to  facilitate  business
          transactions  among them. In this event,  CAPSTONE shall use it's best
          efforts  to assist  the  Company in  establishing  relationships  with
          securities   dealers  and  to  provide   the  most  recent   corporate
          information to interested securities

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          dealers on a regular and continuous basis.  CAPSTONE  understands that
          this is in keeping with the Company's  business objective to establish
          a nationwide network of securities dealers, market professionals,  and
          market makers, who have an interest in the Company's securities.

     3.3  Market-making Intelligence.  CAPSTONE also has close associations with
          numerous marketing and public relations professionals and will use its
          best efforts to introduce and  facilitate  contacts and  relationships
          between the Company to facilitate business  transactions and marketing
          expertise among them. By sharing  marketing ideas and networking among
          contacts  introduced by CAPSTONE,  the Company can increase its public
          markets exposure and expertise by establishing these relationships.

     3.4  Company  Transaction  Due Diligence.  CAPSTONE will  participate  with
          other companies, professionals and advisors to undertake due diligence
          on  all  proposed  financial   transactions   affecting  the  Company,
          including  investigation  and advice on the  financial,  valuation and
          stock price implications thereof.

     3.5  Additional Duties.  Company and CAPSTONE shall mutually agree upon any
          additional  duties that CAPSTONE may provide for compensation  paid or
          payable by Company under this Agreement. Such additional agreement(s),
          although there is no requirement to do so, may be attached  hereto and
          made a part hereof as Exhibits beginning with Exhibit A.

     3.6  Best Efforts and Non-exclusive.

          (a) Except as to specific time deadlines imposed pursuant to the terms
          of this  Agreement  as set forth in Exhibit 1,  CAPSTONE  shall devote
          such time and best efforts as may be  reasonably  necessary to perform
          its services as agreed  herein.  CAPSTONE is not  responsible  for the
          performance of any services that may be rendered hereunder without the
          Company providing the necessary  information  prior thereto.  CAPSTONE
          cannot  guarantee  results on behalf of Company,  but shall pursue all
          reasonable   avenues   available  through  its  network  of  financial
          contacts.  At such time as  interest  is  expressed  in the  Company's
          business and capital raising objectives, CAPSTONE shall notify Company
          and advise it as to the  source of such  interest  or capital  and any
          terms and conditions of such.  The  acceptance and  consumption of any
          transaction  is subject to acceptance  of the terms and  conditions by
          the Company. It is understood that a portion of the compensation to be
          paid  hereunder  is being  paid by  Company  to have  CAPSTONE  remain
          available  to  assist it with  transactions  on an "as  needed"  basis
          during the term of this Agreement.

          (b) The  parties  further  acknowledge  that this  Agreement  is being
          entered  into by the Company on a  non-exclusive  basis,  meaning that

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          there is no prohibition in this Agreement restraining the Company from
          receiving like services from any third party to this Agreement.

4.  Legality of  Transactions  and  Services.  CAPSTONE  hereby  represents  and
warrants the services  contemplated  herein, the consideration  received and the
services to be rendered are and will be in compliance with all federal and state
laws of the United States. Upon request, CAPSTONE shall provide an opinion of an
attorney  licensed to practice law within the United States,  that the foregoing
is correct.

5.  Compensation  to CAPSTONE.  Initially,  CAPSTONE shall receive  compensation
under this Agreement for: (i) successfully  placing the Company's bridge capital
facility  in an  amount of at least  $250,000  and (ii) for  ongoing  investment
banking  services  separate  from and in addition to the placement of the bridge
capital  facility.  Fees for the combination of the services  referenced in this
section shall be payable as follows:

          5.1  Compensation and Fees.

               A.   Retainer  Fee.   CAPSTONE  shall  be  paid  a  retainer  fee
                    ("Retainer")  equal to 25% of the total  number of shares of
                    Common Stock of the Company as provided in paragraph 5.1(B),
                    below, upon the execution of this Agreement  (one-quarter of
                    1%). This Retainer is in lieu of CAPSTONE'S  customary  cash
                    retainer fee.

               B.   Monthly  Fee.  In  addition,  for a period of six (6) months
                    from the date of  execution of this  Agreement,  the Company
                    agrees to pay  CAPSTONE  $2,500 per month during the term of
                    this  Agreement  commencing on execution of this  Agreement,
                    with each subsequent  monthly payment due on the 15th day of
                    each month  thereafter,  provided that  CAPSTONE  meets that
                    specific time deadlines set forth in Exhibit 1. In the event
                    that  the  Company  is  delinquent  in  making  any  monthly
                    payment,  the amount which is delinquent  may be paid either
                    in cash or by  transferring  an  appropriate  number  of the
                    Company's  restricted  Common Stock valued at a 50% discount
                    to the market  inside bid price to CAPSTONE per month,  upon
                    the due date, in lieu of cash, at CAPSTONE's option (i.e. if
                    a $2,500 fee is not paid,  $5,000 of restricted Common Stock
                    shall  be  delivered  to  CAPSTONE).

                    If CAPSTONE fails to complete a project, through no fault of
                    the Company,  by a specific deadline set forth in Exhibit 1,
                    then the  Company  shall  not be  obligated  to pay the next
                    months  fee of $2,500 and said  monthly  fee shall be deemed
                    waived by CAPSTONE.

                    Should the Company become  delinquent in keeping the monthly
                    consulting  fees current by more than 15 days,  CAPSTONE may
                    discontinue work on the Company's behalf.

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                    If CAPSTONE fails to complete a project within 15 days after
                    its designated  deadline as set forth in Exhibit 1, then the
                    Company, at the election of the Company,  may terminate this
                    Agreement.

               C.   Shares. As partial  consideration  for CAPSTONE'S  services,
                    expertise,  and  introductions  to sources of debt or equity
                    capital,  the Company shall cause to be delivered and issued
                    to  CAPSTONE  (or  CAPSTONE'S  assignee(s)),   a  number  of
                    restricted  shares of the Company's Common Stock equal to 1%
                    of the  total  number of  outstanding  shares at the date of
                    this Agreement, being 23,438 shares ("Shares"). These Shares
                    shall be  earned,  issued  and  delivered  according  to the
                    following delivery and issuance schedule:

                    (i)  25%  of  the  restricted  Shares   deliverable  on  the
                         execution  date  of  this  Agreement  as  the  Retainer
                         pursuant to  paragraph  5.1(A).  These  Shares shall be
                         subject to the resale limitations contained in Rule 144
                         promulgated  under  the  Securities  Act  of  1933,  as
                         amended ("Act").

                    (ii) 50% of the  restricted  Shares  deliverable at the time
                         that CAPSTONE delivers a draft of the Private Placement
                         Documents pursuant to Exhibit 1 attached hereto.  These
                         Shares  shall be  restricted  under Rule 144 of the Act
                         and  shall  be  subject   to  the  resale   limitations
                         contained in Rule 144 promulgated under the Act.

                    (iii)25% of the  restricted  Shares  deliverable at the time
                         that  CAPSTONE  delivers  a draft of the final  Private
                         Placement  Documents and Required  Notices  pursuant to
                         Exhibit 1 attached  hereto.  These  Shares and shall be
                         subject to the resale limitations contained in Rule 144
                         promulgated under the Act.

          D.   Warrants.  Warrants shall be granted to CAPSTONE from the Company
               entitling  CAPSTONE  (or its  assignee(s))  to  purchase an equal
               number of shares of Common  Stock as are the  subject  of section
               5.1(B)  of this  Agreement  (i.e.  1.0% of the  total  number  of
               outstanding  shares  of  Common  Stock  as of the  date  of  this
               Agreement)  ("Warrant").  The Warrants  shall not be  exercisable
               until 180 days from the date of grant thereof. The Warrants shall
               be  exercisable at a price equal to 75% of the average inside bid
               price of the  Company's  Common  Stock for the five  trading  day
               trading period prior to the actual exercise of the Warrant or any
               part  thereof.  The term of the  Warrants  shall be for three (3)
               years from the date of grant,  and they will  include a "cashless
               exercise" (i.e.,  conversion  provision.  The Warrants and shares
               received by CAPSTONE,  if the Warrants  are  exercised,  shall be
               subject  to  the  resale  restrictions   contained  in  Rule  144
               promulgated   under  the  Act,   unless   they  are   subject  to
               registration in accordance with this Agreement.

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          E.   Provisions Governing the Warrant Shares. The following provisions
               are  applicable  to the Shares which are to be issued to CAPSTONE
               in the event that the  Warrants  are  exercised  pursuant to this
               agreement ("Warrant Shares"):

               (i)  All   Warrant   Shares   shall  be  subject   to   piggyback
                    registration   rights  whenever  the  Company   proposes  to
                    register any of its  securities  under the Securities Act of
                    1933,  (excluding the Company's  initial  registered  public
                    offering,  and any  Registration  on Form  S-8 for  employee
                    benefit  plans or Form  S-4,  or  successor  forms)  with no
                    proceeds from the  registration of said Warrant Shares going
                    to the Company. CAPSTONE may register all, a portion or none
                    of its  Warrant  Shares  along with  other of the  Company's
                    shareholders,   subject  to  approval  of  any   Underwriter
                    representing the Company.

               (ii) The Company shall provide, at its own expense at the time of
                    exercise  of this  Agreement,  or within a  reasonable  time
                    thereafter,  the  necessary  documents  for CAPSTONE (or its
                    assignee(s)) to receive the following:

                    (x) Form of Warrant  Agreement  containing  the grant of the
                    Warrants; and

                    (y) Piggyback  Registration  Rights  Agreement  covering the
                    Warrant Shares.

          F.   Bridge Funding and Private Placement Commissions. As compensation
               to CAPSTONE  for  successfully  locating and placing a minimum of
               $250,000 in bridge  financing  on behalf of the  Company,  and in
               addition to the other  compensation  payable to Capstone  for its
               investment  banking  services  provided  for in  this  Agreement,
               CAPSTONE  shall  receive a cash  commission  of 3.0% of the gross
               aggregate  amount of  funding  received,  payable  at the time or
               times  that the  Company  receives  proceeds  from any  source or
               sources  for  any  bridge  financing  placed  through  CAPSTONE'S
               efforts or introductions.

               The  placement  by  CAPSTONE  of the  Company's  debt  or  equity
               securities,  in addition to the bridge financing referenced above
               (such as the Company's planned Rule 506 offering), shall be based
               upon  the  terms  of  a  separate  placement  agents  or  dealers
               agreement  hereinafter to be entered into by the parties prior to
               the time of such offering(s).

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               G.   Shares for  introduction  Broker-Dealer  Upon  Quotation  of
                    Common Stock. In consideration  for the consulting  services
                    and  introductions  provided by CAPSTONE to the Company with
                    regard to assisting  the Company in locating a qualified and
                    reputable  Broker  Dealer to submit  and file the  requisite
                    Form  211 with the Over  the  Counter  Bulletin  Board,  the
                    Company  hereby  agrees  that  at such  time as the  Company
                    begins  price  quotations  on the  NASD's  Over the  Counter
                    Electronic  Bulletin  Board  market,  or such  other  public
                    securities  market, the Company shall cause to be issued and
                    delivered to CAPSTONE, or its assignee(s) 100,000 restricted
                    shares of the Company's Common Stock.

          5.2  Optional Form of Payment.  CAPSTONE may at its sole election,  on
               the  due  date  of  any  payment  due  in  accordance  with  this
               Agreement,  elect to receive  all or a portion of its fees in the
               form of restricted  securities,  equity, or financing instruments
               issued by Company to CAPSTONE  on terms  agreed by the Company in
               writing.

          5.3  Extraordinary Expenses.  Extraordinary expenses of CAPSTONE shall
               be submitted to the Company for approval prior to expenditure and
               shall be paid by the Company,  within ten (10)  business  days of
               receipt of CAPSTONE'S request for payment. Extraordinary expenses
               shall include,  but not be limited to, business travel,  business
               accommodations  expenses,  printing,  regulatory fees,  overnight
               delivery or courier services.

          5.4  Finder Fees.

               5.4(a) In the event CAPSTONE  introduces the Company or a Company
               affiliate to any third party funding  source(s),  underwriter(s),
               merger  partner(s)  or joint  venturers who enter into a funding,
               underwriting, merger, joint venture or similar agreement with the
               Company,  the Company  hereby  agrees to pay CAPSTONE an advisory
               finder's  fee  according  to  industry  standards  based  on  the
               industry standard known as the "Lehman's  Formula",  on the gross
               proceeds or dollar value derived from such funding,  payable upon
               the  consummation of such funding,  underwriting,  merger,  joint
               venture or similar  agreement  with the Company,  even though the
               term of this Agreement may have expired  pursuant to the terms of
               this Agreement.  Capstone shall not be entitled to a finder's fee
               for any proceeds or financing arranged directly by the Company or
               from Monsoon International  Manufacturing and Distribution,  Inc.
               ("Monsoon"), or any parties introduced by Monsoon to the Company.
               For the purposes of this Agreement  Lehman's Formula is set forth
               below:

                    (i)   5.0% of the first $1,000,000 of Financing;
                    (ii)  4.0% of the next $1,000,000 of Financing;
                    (iii) 3.0% of the next $1,000,000 of Financing;
                    (iv)  2.0% of the next $1,000,000 of Financing; and
                    (v) 1.0% of any amount in excess of $4,000,000 of Financing.

               "Financing," as used herein,  shall mean all amounts furnished to
               or  for  the  use of  the  Company  with  Investors  directed  or
               introduced  by, or through the efforts of,  Finder after the date
               of this  Agreement,  whether  by  investment  in  equity  or debt
               securities of the Company, loans, loan commitments, guarantees of
               indebtedness,  leasing,  sale and  leaseback,  joint  ventures or
               licensing.

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               5.5(b) CAPSTONE may, at its sole option,  elect to receive all or
               a portion of said advisory fee as payment in kind, i.e., pro-rata
               in the same form and type of  securities,  equity,  or  financing
               instruments  issued to the funding  source or  underwriter by the
               Company.  In the event the  exercise  of this  option  results in
               additional  expenses  over and above the  expenses of the funding
               and/or underwriting,  then the additional expenses shall be borne
               by CAPSTONE. In addition, the exercise of this option by CAPSTONE
               shall  not  impede or  otherwise  have a  negative  effect on any
               funding or underwriting.

6.  Indemnification.  Each party  shall hold the other party  harmless  from and
against,  and shall  indemnify the other party,  for any  liability,  loss,  and
costs,  expenses or damages howsoever caused by reason of any injury (whether to
body, property,  personal or business character or reputation)  sustained by any
person or to any person or  property by reason of any act,  neglect,  default or
omission of it or any of its agents, employees, or other representatives arising
out of or in relation to this Agreement. Nothing herein is intended to nor shall
it relieve either party from liability for its own acts,  omissions or their own
negligence.  All remedies  provided by law or in equity shall be cumulative  and
not in the alternative.

7. Company Representations. Company hereby represents, covenants and warrants to
CAPSTONE as follows:

     7.1  Authorization.  The Company and its signatories herein have full power
          and  authority  to enter  into  this  Agreement  and to carry  out the
          transactions contemplated hereby.

     7.2  No Violation. Neither the execution and delivery of this Agreement nor
          the consummation of the transactions  contemplated hereby will violate
          any  provision  of the charter or by-laws of  Company,  or violate any
          term or provision  of any other  agreement or any statute or law which
          binds the Company.

     7.3  Agreement in Full Force and Effect. All contracts,  agreements, plans,
          leases,  policies and licenses  referenced herein to which the Company
          is a party are valid and in full force and effect.

     7.4  Consents. No consent of any person, other than the signatories hereto,
          is  necessary to the  consummation  of the  transactions  contemplated
          hereby, including, without limitation, consents from parties to loans,
          contracts,  lease or other  agreements and consents from  governmental
          agencies, whether federal, state, or local.

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     7.5  CAPSTONE Reliance. That CAPSTONE has and will rely upon the documents,
          instruments  and  written  information  furnished  to  CAPSTONE by the
          Company's officers, or designated employees.

     7.6  Services NOT EXPRESSED OR IMPLIED.

          7.6(a)  That  CAPSTONE  has  not  agreed  with  the  Company,  in this
          Agreement or any other agreement,  either verbal or written,  that any
          associate  of  CAPSTONE  will  be  a  market-maker   in  any  specific
          securities  or  securities  that the Company may have an interest  in:
          and,

          7.6(b) That any  payments  made to CAPSTONE  are not, and shall not be
          construed  as  compensation  to CAPSTONE  for the purposes of having a
          referral  or  associate  of CAPSTONE  make a market or write  research
          reports,  or to cover CAPSTONE'S  out-of-pocket  expenses for having a
          referral  of  CAPSTONE  make a  market,  or for  the  submission  by a
          referral  of  CAPSTONE  of an  application  to  make a  market  in any
          securities; and,

          7.6(c)  That no  payments  made to  CAPSTONE  are for the  purpose  of
          affecting the price of any security or influencing  any  market-making
          functions.

          7.6(d) That no payment  made to CAPSTONE  shall be for making false or
          exaggerated  representations about the Company or any of the Company's
          customers or products.

          7.6(e)  That  no  payment  made  to  CAPSTONE  shall  be for  research
          reporting coverage or securities purchase recommendations.  CAPSTONE'S
          research  department may or may not decide to initiate coverage of the
          Company's  stock based on its due  diligence,  independently  from any
          form of contractual agreement.

8. CAPSTONE Representations.  CAPSTONE hereby represents, covenants and warrants
to Company as follows:

     8.1  Authorization. CAPSTONE and its signatories herein have full power and
          authority  to  enter  into  this   Agreement  and  to  carry  out  the
          transactions contemplated hereby.

     8.2  No Violation. Neither the execution and delivery of this Agreement nor
          the consummation of the transactions  contemplated hereby will violate
          any  provision  of the charter or by-laws of  Company,  or violate any
          term or provision of any other agreement or any statute or law.

     8.3  Agreement in Full Force and Effect. All contracts,  agreements, plans,
          leases,  policies and licenses referenced herein to which Company is a
          party are valid and in full force and effect.

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     8.4  Consents. No consent of any person, other than the signatories hereto,
          is  necessary to the  consummation  of the  transactions  contemplated
          hereby, including, without limitation, consents from parties to loans,
          contracts,  lease or other  agreements and consents from  governmental
          agencies, whether federal, state, or local.

     8.5  Company  Reliance.  That Company has and will rely upon the documents,
          instruments  and  written  information  furnished  to  Company  by the
          CAPSTONE'S officers, or designated employees.

9.  Confidentiality.  CAPSTONE and the Company each agree to provide  reasonable
security  measures  to  keep  information  confidential  whose  release  may  be
detrimental  to the  stability  and  confidentiality  of either  CAPSTONE or the
Company.

10. Miscellaneous Provisions.

     10.1 Amendment and Modification.  This Agreement may be amended,  modified,
          and supplemented only by written agreement of CAPSTONE and Company.

     10.2 Waiver of Compliance. Any failure of CAPSTONE or the Company to comply
          with any  obligation,  agreement or condition  herein may be expressly
          waived in  writing,  but such  waiver of failure to insist upon strict
          compliance  with such  obligation,  covenant,  agreement  or condition
          shall not  operate as a waiver of, or  estoppel  with  respect to, any
          subsequent or other failure.

     10.3 Expenses:  Transfer  Taxes,  Etc.  Whether  or  not  the  transactions
          contemplated by this Agreement are  consummated,  CAPSTONE agrees that
          all fees and expenses  incurred by CAPSTONE,  in connection  with this
          Agreement  shall be borne by CAPSTONE and the Company  agrees that all
          fees and  expenses  incurred  by the Company in  connection  with this
          Agreement shall be borne by the Company, including, without limitation
          as to CAPSTONE or Company, all fees of counsel and accountants.

     10.4 Other  Business  Opportunities.  Except as expressly  provided in this
          Agreement,  each party  hereto shall have the right  independently  to
          engage in and receive full benefits from other business activities. In
          case of business  activities which would be competitive with the other
          party,  notice  shall be given  prior to this  Agreement  or,  if such
          activities are proposed,  then within 10 days prior to any competitive
          engagement.  The  doctrines of  "corporate  opportunity"  or "business
          opportunity" shall not be applied to any other activity,  venture,  or
          operation of either party.

     10.5 Compliance with Regulatory Agencies.  Each party hereby represents and
          warrants  that all actions,  direct or indirect,  taken by it and it's
          respective  agents,  employees and affiliates in connection  with this
          Agreement  and  any  financing  or  underwriting   arising  from  this
          Agreement,   shall  conform  to  all  applicable   Federal  and  state
          securities laws.

                                       10
<PAGE>
     10.6 Notices.  Any notices to be given  hereunder by any party to the other
          may be effected by personal delivery in writing or by mail, registered
          or certified,  postage prepaid with return receipt  requested.  Mailed
          notices shall be addressed to the parties at the  addresses  appearing
          in the  introductory  paragraph of this  agreement,  but any party may
          change  his  address  by  written  notice  in  accordance   with  this
          subsection.  Notices delivered personally shall be deemed communicated
          as of actual receipt;  mailed notices shall be deemed  communicated as
          of three (3) days after mailing.

     10.7 Assignment. This Agreement, and all of the provisions hereof, shall be
          binding upon and inure to the benefit of the parties  hereto and their
          respective   successors  and  permitted  assigns,   but  neither  this
          Agreement nor any right,  interests or obligations  hereunder shall be
          assigned by either of the  parties  hereto  without the prior  written
          consent of the other party, except by operation of law.

     10.8 Delegation. Neither party shall delegate the performance of its duties
          under this  Agreement  without the prior written  consent of the other
          party.

     10.9 Publicity.  Neither  CAPSTONE nor the Company shall make or issue,  or
          cause to be made or issued,  any  announcement  or  written  statement
          concerning this Agreement or the transactions  contemplated hereby for
          dissemination  to the general  public without the prior consent of the
          other  party.  This  provision  shall  not  apply,   however,  to  any
          announcement  or written  statement  required to be made by law or the
          regulations of any federal or state governmental  agency,  except that
          the party  concerning  the  timing and  consent  of such  announcement
          before such announcement is made.

     10.10Governing  Law.  This  Agreement  and the  legal  relations  among the
          parties  hereto shall be governed by and construed in accordance  with
          the laws of the State of Georgia,  without  regard to its conflicts of
          law  doctrine.  The  Company  and  CAPSTONE  agree  that if  action is
          instituted to enforce or interpret  any  provision of this  Agreement,
          then jurisdiction and venue shall be in Fulton County, Georgia.

     10.11Counterparts.  This Agreement may be executed simultaneously in two or
          more counterparts,  each of which shall be deemed an original, but all
          of which together shall constitute one and the same instrument.

     10.12Headings.  The heading of the sections of this  Agreement are inserted
          for convenience  only and shall not constitute a part hereto or affect
          in any way the meaning or interpretation of this Agreement.

     10.13Entire Agreement.  This Agreement,  including any exhibits hereto, and
          the other documents and certificates  delivered  pursuant to the terms
          hereto,  set forth  the  entire  agreement  and  understanding  of the
          parties hereto in respect of the subject matter contained herein,  and
          supersedes all prior agreements,  promises,  covenants,  arrangements,
          communications,   representations  or  warranties,   whether  oral  or
          written,  by any  officer,  employee  or  representative  of any party
          hereto.

     10.14Third  Parties.  Except  as  specifically  set  forth or  referred  to
          herein,  nothing  herein  expressed or implied is intended or shall be
          construed  to confer upon or give to any person or  corporation  other
          than the parties hereto and their successors or assigns, any rights or
          remedies under or by reason of this Agreement.

     10.15Attorneys'  Fees  and  Costs.  If  any  legal  action  or  arbitration
          proceeding  is  necessary to enforce,  interpret,  or collect upon the
          terms of this  Agreement,  the  prevailing  party in that  controversy
          shall be entitled to recover from the non-prevailing party, reasonable
          attorneys'  fees and costs in  addition  to any other  relief to which
          that party may be  entitled.  This  provision  shall be  construed  as
          applicable to the entire Agreement.

     10.16Survivability.  If any part of this Agreement is found, or deemed by a
          court of competent  jurisdiction to be invalid or unenforceable,  that
          part shall be severable from the remainder of this Agreement.

                                       11
<PAGE>
     10.17Further Assurances.  Each of the parties agree that it shall from time
          to time take such actions and execute such  additional  instruments as
          may be  reasonably  necessary or convenient to implement and carry out
          the intent and purpose of this Agreement.

     10.18Right to Data After  Termination.  After termination of this Agreement
          each party  shall be entitled  to copies of all  information  acquired
          hereunder as of the date of termination  and not previously  furnished
          to it.

     10.19Relationship of the Parties. Nothing contained in this Agreement shall
          be deemed to cause either  party to be the partner of the other,  nor,
          except as otherwise herein expressly  provided,  to cause either party
          to be the agent or legal  representative  of the other, nor create any
          fiduciary  relationship  between  them. It is not the intention of the
          parties to create,  nor shall this  Agreement  be construed to create,
          any  commercial  or other  partnership.  Neither  party shall have any
          authority to act for or to assume any obligation or  responsibility on
          behalf of the other  party,  except as  otherwise  expressly  provided
          herein..  The  rights,  duties,  obligations  and  liabilities  of the
          parties shall be several not joint or collective.  Each party shall be
          responsible  only for its  obligations  as herein set out and shall be
          liable  only for its  share of the  costs  and  expenses  as  provided
          herein. Each party shall indemnify, defend and hold harmless the other
          party, its directors, officers, and employees from and against any and
          all losses,  claims, damages and liabilities arising out of any act or
          any  assumption  of liability by the  indemnify  party,  or any of its
          directors,  officers or employees,  done or undertaken,  or apparently
          done or undertaken,  on behalf of the other parties.  Each party shall
          be responsible for the acts of its agents and affiliates.

11.  Arbitration;  Indemnification.  WITH  RESPECT  TO  THE  ARBITRATION  OF ANY
DISPUTE, THE UNDERSIGNED HEREBY ACKNOWLEDGE THAT:

     11.1 Arbitration is final and binding on the parties;

     11.2 The  parties  are  waiving  their  right to seek a  remedy  in  court,
     including the right to jury trial;

     11.3 Pre-arbitration discovery is generally more limited and different from
     court proceeding;

     11.4 The arbitrator's  award is not required to include factual findings or
     legal reasoning and any party's right to appeal or to seek  modification of
     a ruling by the arbitrators is strictly limited;

     11.5 The  panel  of  arbitrators  will  typically  include  a  minority  of
     arbitrators who were or are affiliated with the securities industry; and

     11.6 This arbitration agreement is specifically intended to include any and
     all statutory claims which might be asserted by any party.

     11.7 All  disputes,  controversies,  or  differences  between the  company,
     capstone  or any  of  their  officers,  directors,  legal  representatives,
     attorneys,  accountants,  agents or  employees,  or any  customer  or other
     person or entity, arising out of, in connection with or as a result of this
     agreement,  shall be  resolved  through  arbitration  rather  than  through
     litigation.

     11.8 The undersigned  hereby agrees to submit the dispute for resolution to
     either the American Arbitration  Association,  in Atlanta,  Georgia, or the
     national  association  of securities  dealers,  inc., in Atlanta,  Georgia,
     whichever association may assert jurisdiction over the dispute, within five
     (5) business  days after  receiving a written  request to do so from any of
     the aforesaid parties.

     11.9 If any party  fails to submit the dispute to  arbitration  on request,
     then the requesting party may commence an arbitration proceeding.

                                       12
<PAGE>
     11.10 That any hearing  scheduled  after an arbitration is initiated  shall
     take place in Fulton County,  Georgia and the federal arbitration act shall
     govern the proceeding and all issues raised by this agreement to arbitrate.
     If any party shall  institute  any court  proceeding in an effort to resist
     arbitration  and  be   unsuccessful  in  resisting   arbitration  or  shall
     unsuccessfully contest the jurisdiction of any arbitration forum located in
     Fulton  County,  Georgia,  over any  matter  which is the  subject  of this
     agreement,  the  prevailing  party shall be  entitled  to recover  from the
     non-prevailing party its legal fees and any out-of-pocket expenses incurred
     in connection  with the defense of such legal  proceeding or its efforts to
     enforce its rights to arbitration as provided for herein.

         11.12  Each  party  will  sign any  required  NASD  uniform  submission
         agreement at the time any dispute is submitted for arbitration.  Or the
         applicable paperwork for the American Arbitration  Association,  at the
         time  any  dispute  is  submitted  for  arbitration  whichever  one  is
         applicable.

         11.13 The  parties  shall  accept the  decision  of any award as being,
         final and conclusive and agree to abide thereby.

         11.14  Any   decision   may  be  filed  with  any  court  of  competent
         jurisdiction as a basis for judgment and execution for collection.

12. Term of Agreement and  Termination.  This Agreement  shall be effective upon
execution, shall continue for six (6) months unless terminated sooner, by either
party,  pursuant  to the terms of this  Agreement,  upon  giving the other party
thirty (30) days written notice,  after which time this Agreement is terminated.
CAPSTONE  shall be entitled to the finder's fees described in this Agreement for
funding or  underwriting  commitments  entered into by the Company's  within one
year after the termination of this Agreement if said funding or underwriting was
the result of CAPSTONE'S efforts or introductions to other funding sources prior
to the termination of this Agreement.

13. Renewal. Provided that this agreement has not been otherwise terminated, and
that all  specific  deadlines  have  been met and all  services  to be  provided
hereunder  have been  completed in a timely  fashion and all payments to be made
hereunder have been made, then this agreement shall  automatically renew for one
(1) additional  period of six (6) months under the same terms and conditions and
compensation set forth in paragraph 5.1(B), 5.1(F) and 5.4, hereof.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the day and year first above written.

                                         THE COMPANY
                                         American Fire Retardant Corp.
                                         A Nevada Corporation


Date: September 29, 1999                 /S/  Stephen F. Owens
                                         --------------------------------------
                                         By:  Stephen F. Owens
                                         Its: President


Date: September 30, 1999                 /S/  Angela M. Raidl
                                         --------------------------------------
                                         By:  Angela M. Raidl
                                         Its: Vice President, Chief Financial
                                              Officer, Secretary

                                         CAPSTONE

                                         Capstone Partners, L.C.
                                         A Utah Limited Liability Company



Dated:   September 27, 1999              /S/  Greg Bartko
                                         --------------------------------------
                                         By:  Greg Bartko, Esq.
                                         Its: Chief Executive Officer

                                       13
<PAGE>
                                    EXHIBIT 1

                             Specific Time Deadlines


Item 1. Private Placement  Memorandum.  Capstone as part of the compensation and
     fees set forth in the  Investment  Banking and Consulting  Agreement  shall
     prepare a Private Placement  Memorandum  pursuant to the provisions of Rule
     506 of  Regulation  D along  with  the  requisite  subscription  agreement,
     investor questionnaire, investor representative questionnaire (Collectively
     the  "Private  Placement  Documents"),  and the  Form D  Notice  of Sale of
     Securities  and  requisite  state Blue Sky filings and notices  pursuant to
     Rule 506 and Sec.  18(b)(4)(D) of the Securities Act of 1933, for up to six
     (6) states designated by the Company (the "Required Notices").

     Any  additional  requisite  Blue Sky  filings  and notices in excess of the
     initial six (6) designated  states shall be an additional  cost of $250 per
     state.

     Due Dates:

     (1) The draft of Private  Placement  Documents  shall be completed no later
     than 14 days following the execution of this Agreement.

     (2) The final and  completed  Private  Placement  Documents  along with the
     Required  Notices  shall be completed no later than 10 days  following  the
     approval of the draft of the Private Placement Document by the Company.

     Costs:

     The Company  shall pay all required  State Blue Sky filing fees  associated
     with the Private Placement,  in addition to all other  out-of-pocket  costs
     associated  with the  Private  Placement  Memorandum,  such as copying  and
     binding  charges,  and the costs of distribution and mailing of the Private
     Placement Memorandum.