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                                                                    EXHIBIT 10.1

                             CONSULTING AGREEMENT

           THIS CONSULTING AGREEMENT, (this "Consulting Agreement")
               made this 13/th/ day of May, 1998 by and between:



                        Securities Advisory Group, Inc.
                                   ("SAGI")

                                      and


                                Softlink, Inc.
                           ("SFNK" or the "Company")

                     herein after referred as the parties.


                                  WITNESSETH:

     WHEREAS, SAGI is in the business of providing corporate relations services,
public relations services, publishing, advertising services, fulfillment
services, marketing of business formats and opportunities and other related
programs, services and products; and
     WHEREAS, the Company, is publicly-held company with its common stock
quoted on the over-the-counter stock market; and
     WHEREAS, SFNK requires, among other things, corporate and public relations
services and desires to employ SAGI to provide such services to the Company.

     THEREFORE, in consideration of the mutual covenants contained herein, it
is agreed as follows:

1.   Captions and Section Number

          The headings and section references in this Consulting Agreement are
          for convenience or reference only and are not intended to interpret,
          define or limit the scope, extent or intent of this Consulting
          Agreement or any provisions thereof.

2.   Appointment

          SFNK hereby appoints and retains SAGI to act as its corporate
          relations representative upon the terms and conditions of this
          Consulting Agreement. SAGI accepts such

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          appointment and agrees to perform services on behalf of the Company as
          more specifically described in paragraph 3 of this Consulting
          Agreement.

3.   Authority and Description of Services

          During the term of this Consulting Agreement SAGI shall furnish
          services and advice as specifically requested by Company which shall
          include:

     a.        Acting as liaison between Company and its shareholders, and as an
               advisor to Company with respect to relations with broker-dealers,
               underwriters, investors and the Public.

     b.        Assisting in procuring and advising the Company with respect to
               interviews of Company officers of the Company by the financial
               media, analysts, broker-dealers, and other members of the
               financial community.

     c.        Promoting the Company, its management, its products and services
               and its financial situation and prospects, to the financial
               media, financial publications, broker-dealers, mutual funds,
               institutional investors, analysts, investment advisors, and other
               members of the financial community as well as the public
               generally.

     d.        Assisting in the preparation of a Marketing Program for the
               Company which will include reviews and analyzes of the Company's
               goals and recommendations with respect to achieving said goals,
               public relations plans, including introductions to firms and
               brokers interest in working with the Company and to disseminating
               information about the Company and investor relations.

4.   Terms of Agreement

          This Consulting Agreement shall become effective as of the date hereof
          and shall continue up to and including the 5/th/ day of May 1999,
          unless otherwise extended by mutual written consent of the parties or
          terminated in accordance with paragraph 16.

5.   Where Services Shall Be Performed

          All services shall be performed at the main offices location of SAGI,
          44 Montgomery Street, San Francisco, CA, 94104 or other such
          designated location(s) as SAGI and Company agree are the most
          advantageous for the work to be performed.


6.   Limitations On Services

          SAGI agrees as follows:

     a.        SAGI shall not release any financial or other information or data
               about Company not previously disclosed to the public without the
               prior consent of the Company.
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     b.        SAGI shall not conduct any meetings with financial analysts
               without the prior consent of the Company and Company may elect to
               have a representative of Company attend any such meeting.

7.   Duties Of Company

     a.        The Company shall supply SAGI on a regular and timely basis with
               all approved data and information about Company, its management,
               its products, and its operations and Company shall be responsible
               for advising SAGI of any facts which would affect the accuracy of
               any data and information previously supplied to SAGI.

     b.        The Company shall promptly supply SAGI with full and complete
               copies of all filings made by the Company with all federal and
               state securities agencies; all shareholders reports and
               communications, whether or not prepared with the assistance of
               SAGI, data and information supplied to any analyst, broker-
               dealer, market maker, or other member of the financial community:
               and all product/services brochures, sales materials, etc.
               published or utilized by the Company.

     c.        The Company will notify SAGI, with 60 days prior notice, if it
               intends to make any private or public offerings of securities.
               Securities offered will not be offered at a price substantially
               below the average price of traded securities in the four weeks of
               trading that proceed the offering.

     d.        The Company will not use SAGI reports in connection with any
               private or public offering of securities by the Company without
               the prior written consent of SAGI.

     e.        In that SAGI relies on information provided by the Company for
               the substantial part of its presentation and reports, Company
               must represent that the said information provided to SAGI in
               connection with services rendered hereunder is neither false nor
               misleading, and agrees to hold harmless and indemnify SAGI for
               any claims arising out of or in connection with SAGI's reliance
               upon such information, including reasonable attorney's fees.

8.   Representations and Indemnification's

     a.   The Company represents that any and all facts, materials, information,
          and data supplied to SAGI in connection with services rendered
          hereunder shall be accurate when given to SAGI and the Company
          acknowledges that SAGI will rely on such information as being accurate
          when performing its investor relations functions.

     b.   The execution and performance of this Consulting Agreement by the
          Company and SAGI has been duly authorized by each of them in
          accordance with applicable law.

     c.   The performance by the Company and SAGI of this Consulting Agreement
          will not violate any applicable court decree or order, law or
          regulation.
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9.   Compensation

     The Company shall grant to SAGI an option to purchase 30,000 shares of
     common stock of the Company at an exercise price of $0.61 a share as
     compensation for services rendered hereunder by SAGI. The number of shares
     shall be adjusted proportionately in the event of share splits, share
     reverses, reorganizations, recapitalization, merger of the Company or
     acquisition of the Company, etc.. SAGI shall bear all other costs and
     expenses incurred by SAGI in connection with providing services to the
     Company.

10.  As An Independent Contractor

     The parties hereto acknowledge and agree that SAGI is providing services to
     the Company as an independent contractor and shall not be deemed an
     employee of Company. SAGI has no authority to bind the Company to any
     contract, agreement, or other similar arrangement. SAGI shall be solely
     responsible for any Federal, State, and local taxes, and should the Company
     for any reason be required to pay taxes attributed to SAGI at a latter
     date, SAGI shall reimburse the Company for any tax liability incurred by
     the Company on SAGI's behalf.

11.  Confidential information

     SAGI shall treat as proprietary all information belonging to the Company
     disclosed to SAGI in the course of the performance of SAGI's services
     unless the Company expressly authorizing dissemination of such information
     by SAGI or such information has already been disclosed to the Public prior
     thereto.

12.  Inside Information - Securities Violations

     SAGI shall not divulge sensitive information to third parties concerning
     operations of the Company which would be considered "insider information"
     under Federal Securities Law or which would constitute a violations of any
     applicable federal and state securities law.

13.  Disclosures

     SAGI shall disclose any outside interest or activities of SAGI which may
     conflict with the best interests of the Company or which would impair
     SAGI's ability to perform services under this Consulting Agreement.

14.  Amendments

     This agreement may be modified or amended, only in writing and signed by
     both parties.

15.  Severability

     If any provision of this agreement shall be held to be contrary to law,
     invalid or unenforceable for any reason, the remaining provisions shall
     remain to be valid and enforceable.

16.  Termination of Agreement

     This Consulting Agreement may be terminated as follows:
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     a.   Upon the bankruptcy or the liquidation of a party, whether voluntary
          or involuntary.

     b.   Upon the appointment of a receiver for either party.

     c.   Upon the occurrence of a material breach of the terms of this
          Consulting Agreement.


17.  Waiver of Breach

     Waiver by either party of any provision of this agreement by the other
     party shall not operate or be construed as a waiver of any subsequent
     breach by the other party.

18.  Notices

     All notices thereunder shall be in writing and addressed to each party at
     the address herein set forth, or at such other address which notice
     pursuant to this section may be given in writing, and shall be given by
     either personal delivery, certified mail, express mail, or other national
     overnight courier services. Notices shall be deemed given upon the earlier
     of receipt by a courier services or three (3) business days after being
     mailed.

          Securities Advisory Group, Inc.
          44 Montgomery Street, Suite 3055
          San Francisco, CA 94104
          Telephone (415) 989-9600
          Facsimile (415) 989-9610

          Softlink, Inc.
          1621 West El Carnino Real
          Suite #22
          Mountain View, CA 94040-2452
          Phone: 650-965-1506
          Telephone: 650-965-2506

19.  Successors and Assignment

     This Consulting Agreement shall inure to the benefit of and be binding upon
     the parties hereto and their respective successors and assigns. This
     Consulting Agreement shall not be assigned without prior written consent of
     the parties.

20.  Entire Agreement

     This Consulting Agreement contains the entire agreement of the parties and
     supersedes all previous agreements between SAGI and Company.

21.  Applicable Law

     This Consulting Agreement is executed pursuant to and shall be interpreted
     and governed for all purposes by the laws of the State of California. If
     any provision of this Consulting Agreement is declared void, such provision
     shall be deemed severed from this agreement, which shall otherwise remain
     in full force effect.
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22.  Execution in Counterpart

     This Consulting Agreement may be executed in counterpart, not withstanding
     the date or dates this Consultant Agreement is executed and delivered by
     any of the parties, and shall be deemed to be an original and all of which
     will constitute one and the same agreement, effective as of the reference
     date first written above.

     IN WITNESS WHEREOF the parties hereto have set their hands in the execution
     of this agreement this 13/th/ day of May 1998.

     Securities Advisory Group, Inc.                Softlink, Inc.




     /s/ M. Scott Mayer                             /s/ Johnson C. Lee
     ---------------------------------              ----------------------------
     M. Scott Mayer, President                      Johnson C. Lee, President