CONSULTING AGREEMENT

         THIS  CONSULTING  AGREEMENT (the  "Agreement")  dated as of May 4, 1999
between Pre-Cell Solutions,  Inc., a Colorado  corporation (the "Company"),  and
Harry O. Christenson (the "Consultant").

                                    RECITALS:

         WHEREAS,   the  Company  is  in  the  business  of  providing   prepaid
telecommunications services; and

         WHEREAS,  the Consultant has experience in senior financial  management
advisory services in the areas of operational  accounting and corporate finance,
including but not limited to, operational accounting systems, generally accepted
accounting  principals  (GAAP)  and  Federal  Acquisition   Regulations  ("FAR")
accounting  and  cost  compliant  systems,  audit  quality  financial  reporting
systems,  merger and acquisition  support and Securities and Exchange Commission
("SEC") compliance; and

         WHEREAS,   the  Company  desires  to  retain  the  Consultant  and  the
Consultant  desires  to be  retained  by the  Company,  subject to the terms and
conditions contained in this Agreement;

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
set forth in this  Agreement,  and other good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

         1.  Recitals.   the  above  recitals  are  true  and  correct  and  are
incorporated into this Agreement by this reference.

         2.  Term.  Subject  to the  terms  and  conditions  contained  in  this
Agreement, the Company agrees to retain the Consultant and the Consultant agrees
to perform the Duties,  agreements and covenants described herein. The term (the
"Term") of this  Agreement  shall begin on the date and year first above written
and shall  continue in full force and effect until  December 31, 1999,  or until
the completion of the Duties.

         3. Duties. During the term of this Agreement,  the Consultant agrees to
(i) provide all necessary  internal  accounting  support to Vestal & Wiler,  the
Company's  independent  public  accountants,  in the  preparation of the audited
financial  statements  of the Company for the fiscal years ended April 30, 1997,
1998 and 1999;  (ii) support the Company's  attorney in the  preparation  of the
Company's  Form-10K  filings to the SEC for the periods of April 30, 1996, 1997,
1998 and 1999; (iii) prepare the Company's  Form-10Q filings to the SEC for each
of the  quarterly  periods of the  Company's  fiscal years ended April 30, 1996,
1997,  1998,  1999 and 2000;  and (iv)  support  or  prepare  any other  filings
determined necessary for the Company to be current with its SEC disclosures.

         4. Compensation and Related Matters.

                  (a)  Consulting   Fee.  During  the  term  of  this  Agreement
Consultant shall be paid consulting fee (the "Consulting  Fee") equal to $150.00
per hour. The Consultant  shall invoice the Company weekly  detailing time spent
in connection  with the  performance of the Duties.  The weekly invoices will be
accrued on the books of the Company.  Upon the  completion of the Duties,  or at
earlier intervals mutually agreed on between the Company and the Consultant, the
Company  will pay the  balance of all  invoiced  and  unpaid  amounts in cash or
common stock of the Company as provided for below.

                  (b) Common stock payment. The number of shares of common stock
to be issued to the Consultant in connection with payment of the consulting fees
owed will be computed  based on at price per share of $ 0.10,  determined  to be
the market  price at the time of this  agreement.

                  (c) Business  Expenses.  The Company  agrees to reimburse  the
Consultant for reasonable business

<PAGE>

expenses  incurred by the  Consultant  on behalf of the  Company.  Reimbursement
shall be made upon presentation to the Company of documenting  evidence any such
expenditure.

         5.  Consultant's  Independent  Relationship.  This  agreement  does not
constitute the Consultant as the agent or legal  representative  of the Company,
and the  Company  shall  not be  responsible  in any way for any  obligation  or
liability  incurred or assumed by Consultant.  Consultant  represents that he is
now, and agrees that he will continue during the term of this agreement to be an
independent  enterprise  within the  meaning  and  requirements  of any laws and
regulations of Florida and the United States, including without limitation those
laws and regulations  pertaining to labor and tax matters.  Consultant shall not
be deemed in any event to be the employee,  agent or servant of the Company,  or
person acting in a similar  capacity,  and accordingly,  Consultant shall not be
entitled to any benefits which may be provided to employees, agents or servants,
or  persons  acting in  similar  capacities,  under the laws or  regulations  of
Florida and the United States.

         6. Payment of Taxes.  Consultant shall be liable for and shall pay, and
indemnify, defend and hold Company harmless from, any and all federal, state and
local taxes and payments  (including,  but not limited to,  income  withholding,
sales, payroll, benefits and profit sharing taxes and payments, if any) assessed
or payable on any and all  compensation  and other monies paid to  Consultant or
arising  out of or related to  Consultant's  services in  connection  therewith.
Company  will  not  withhold  taxes  or  contributions  on the  amount  paid  to
Consultant  under this  agreement;  however,  the Company will report the amount
paid to Consultant to the Internal Revenue service on Form 1099.

         7. Termination.

                  (a)  Termination  by  the  Company.   This  Agreement  may  be
terminated  by the  Company  prior to the  expiration  of the Term set  forth in
Section 2 above as follows:

                           (i) Death.  This Agreement  shall  terminate upon the
death of Consultant and the Company shall have no further  obligation under this
Agreement to make any  payments  to, or bestow any  benefits on, the  Consultant
from and after the date of Consultant's  death,  other than payments or benefits
accrued  and due and  payable to  Consultant  prior to the date of  Consultant's
death.

                           (ii) Disability. This Agreement shall terminate if as
a result of Consultant's incapacity due to accident or illness, Consultant shall
have been  unable to  satisfactorily  perform  Consultant's  Duties  under  this
Agreement  for a period of  thirty  consecutive  days,  or for an  aggregate  of
forty-five  days  in any  consecutive  three-month  period.  In the  event  of a
termination  due to  disability  under this  Section,  the Company shall have no
further  obligation  under this Agreement to make any payments to, or bestow any
benefits on,  Consultant from and after the date of the termination,  other than
payments  or  benefits  accrued  and due and payable to him prior to the date of
termination pursuant to this Agreement.

                           (iii) Cause. The Company may terminate this Agreement
for Cause at any time.  For purposes of this  Agreement,  the Company shall have
"Cause" to  terminate  this  Agreement if  Consultant  (1) engages in common law
fraud  in  his  relations  with  the  Company  or any  of  its  subsidiaries  or
affiliates,  or with any  customer or business  contact of the Company or any of
its subsidiaries or affiliates;  (2) engages in misconduct  materially injurious
to the Company; (3) materially breaches any of the provisions of this Agreement;
or (4) is convicted of any crime  involving  an act of moral  turpitude.  In the
event of a termination for Cause,  the Company shall have no further  obligation
under this  Agreement  to make any  payments  to, or bestow any benefits on, the
Consultant  from and  after the date of the  termination,  other  than  payments
accrued  and  due  and  payable  to  it  prior  to  the  date  of   termination.
Notwithstanding  the foregoing,  no "cause" for  termination  shall be deemed to
exist with respect to Consultant's  acts described in clauses (2) and (3) above,
unless the Company shall have given written notice to Consultant  specifying the

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<PAGE>

"cause" with reasonable  particularity  and, within ten business days after such
notice,  Consultant  shall not have  cured or  eliminated  the  problem or thing
giving rise to such "cause."

                  (b)   Termination  by   Consultant.   This  Agreement  may  be
terminated by the  Consultant  prior to the  expiration of the Term set forth in
Section 2 above if the Company  breaches a material  provision of this Agreement
and the Company  fails to cure such breach  within ten (10)  business days after
the Company's receipt of written notice from Consultant of such breach.

         8. Trade Secrets and Confidential Information.

                  (a) The Consultant  acknowledges  that the Company's  business
depends to a significant  degree upon the possession of information which is not
generally known to others,  and that the profitability of the Company's business
requires that this information remain confidential to the Company.

                  (b) The Consultant shall not, except as required in the course
of representing the Company, disclose or use during or subsequent to the term of
this Agreement, any confidential information relating to the Company's business.
Such information includes, but is not limited to, lists of existing or potential
customers,  data, records, computer programs,  manuals,  processes,  methods and
intangible  rights which are either developed by the Consultant  during the Term
or to which the Consultant has access  because of its retention  hereunder.  All
records  and  equipment  and  other  materials   relating  in  any  way  to  any
confidential  information  relating  to  property  owners  or to  the  Company's
business  shall be and remain the Company's  sole property  during and after the
Term.

                  (c) Upon  termination  of  engagement,  the  Consultant  shall
promptly  return to the  Company  all  materials  and all  copies  of  materials
involving  any  confidential  information  in  the  Consultant's  possession  or
control.  The Consultant agrees to represent to the Company that it has complied
with the provisions of this Section 8(c) upon termination of this Agreement.

                  (d) Notwithstanding the foregoing, the parties acknowledge and
agree that for purposes of this Section 8 "confidential  information"  shall not
include information,  which becomes generally available to the public other than
as a result of unauthorized disclosure by Consultant.

         9. Indemnification.

                  (a) The Company shall indemnify and hold  Consultant  harmless
during the term of this  Agreement  and for a period of twelve months after this
Agreement against  judgments,  fines,  amounts paid in settlement and reasonable
expenses,  including  reasonable  attorneys'  fees  incurred  by  Consultant  in
connection with the defense of, or as the result of any action or proceeding (or
appeal therefrom) in which Consultant is made a party solely because  Consultant
is or was a Consultant to the Company; provided,  however, the Company shall not
indemnify and hold Consultant harmless for Consultant's own acts or omissions or
Consultant's negligence or willful misconduct.

                  (b) Consultant  shall indemnify and hold the Company  harmless
to the maximum extent permitted by law during the term of this Agreement and for
a period of twelve months after this Agreement against judgments, fines, amounts
paid in settlement and reasonable expenses, including reasonable attorneys' fees
incurred by the Company in connection  with (i) any breach of this Agreement and
(ii) any misrepresentation contained in this Agreement by Consultant.

         10.  Mergers and  Consolidation;  Assignability.  If the Company or any
entity resulting from any merger or consolidation referred to in this Section is
merged  or  consolidated  into or with  any  other  entity  or  entities,  or if
substantially  all of the assets of the  Company or any such  entity are sold or
otherwise  transferred to another entity, the provisions of this Agreement shall
be binding  upon and shall inure to the benefit of the  continuing  entity in or
the entity  resulting from such merger or  consolidation  or the entity to

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<PAGE>

which such assets are sold or transferred. Except as provided in the immediately
preceding sentence, this Agreement shall not be assignable by the Consultant.

         11.  Representations  and Warranties.  Consultant hereby represents and
warrants that by entering into this  Agreement and  performing  the services and
duties  required  hereunder  for the Company,  Consultant is not and will not be
interfering  with,  violating,  or in conflict with any  agreement,  commitment,
promise,  duty,  obligation or  representation by which Consultant or any of its
subsidiaries,  agents or affiliates are bound, including without limitation, (i)
any  obligation  to  maintain  confidentiality  of any  information  acquired by
Consultant,  its agents,  affiliates or subsidiaries prior to or outside of this
Agreement,  (ii) any  obligation to refrain from  competing  with any present or
former client or employer of Consultant, its agents, subsidiaries, affiliates or
other third party.  Consultant  represents and warrants that Consultant will not
use  in  performing  services  for  the  Company  any  materials,  documents  or
information  of a present or former  employer  or other third party that are not
generally  available  to the  public,  or that were not  learned or  received by
Consultant on a non-confidential basis from a party lawfully entitled to possess
and disclose such  information,  unless written  authorization has been obtained
from the owner for such possession and use.  Consultant  further  represents and
warrants that  Consultant  has not entered into and will not enter into any oral
or  written  agreement  which  in any way is or will be in  conflict  with  this
Agreement.

         12. Miscellaneous.

                  (a)  The  captions  in  this  Agreement  are  not  part of its
provisions, are merely for reference and have no force or effect. If any caption
is  inconsistent  with any provision of this  Agreement,  such  provision  shall
govern.

                  (b) This  Agreement  is made in and shall be  governed  by and
construed in accordance  with the laws of the State of Florida,  without  giving
effect to conflict of law principles.

                  (c) To the extent  that the terms set forth in this  Agreement
or any word, phrase,  clause or sentence is found to be illegal or unenforceable
for any  reason,  such word,  phrase,  clause or  sentence  shall be modified or
deleted  in such  manner so as to afford  the  Company  the  fullest  protection
commensurate  with making this  Agreement,  as modified,  legal and  enforceable
under  applicable  laws, and the balance of this Agreement shall not be affected
thereby, the balance being construed as severable and independent.

                  (d) All notices given under this Agreement shall be in writing
and shall be delivered by hand or reputable  overnight  courier and, if intended
for the Company,  shall be addressed to it 255 East Drive,  Suite C,  Melbourne,
Florida,  32904. If intended for the  Consultant,  notices shall be delivered by
hand or  reputable  overnight  courier to the  Consultant's  then  current  home
address  as shown on the  Company's  records,  or to such  other  address as the
Consultant directs in a notice to the Company. All notices shall be deemed to be
given on the date  received at the  address of the  addressee  or, if  delivered
personally, on the date delivered.

                  (e) As used in this Agreement where appropriate, the masculine
shall include the feminine;  where  appropriate,  the singular shall include the
plural and the plural shall include the singular.

                  (f) This Agreement contains all obligations and understandings
between the parties relating to the subject of this Agreement and supersedes all
prior discussions, negotiations and agreements, whether in writing or otherwise,
if any,  between them, and none of the parties shall be bound by any conditions,
definitions,  understandings,   warranties  or  representations  other  than  as
expressly provided or referred to in this Agreement.  This Agreement is intended
to cancel and supersede all existing  agreements  between the Consultant and the
Company.

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<PAGE>

                  (g)  This   Agreement  may  be  modified  only  by  a  written
instrument properly executed by the parties to this Agreement.

                  (h)  No  waiver  by  any  party  to  this  Agreement,  whether
expressed or implied,  of its rights under any provision of this Agreement shall
constitute a waiver of the party's rights under the provisions at any other time
or a waiver of the party's rights under any other provision of this Agreement.

                  (i) The  Consultant  and the Company agree that the prevailing
party in any  action  to  enforce  any  breach of any  covenant  or term in this
Agreement shall be reimbursed by the other party for all expenses and reasonable
attorneys' fees incurred by that party to enforce this Agreement.

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

                                                    PRE-CELL SOLUTIONS, INC.

                                                    By: /s/ Thomas E. Biddix
                                                       ------------------------
                                                       Thomas E. Biddix
                                                       President and CEO


                                                    CONSULTANT

                                                       /s/ Harry O. Christenson
                                                       ------------------------
                                                       Harry O. Christenson


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