January 10, 2000



Mr.  Magnus  Tillerby
Prudential  Overseas  Company
117  E.  57th  Street
Suite  44B
New  York,  NY  10022

     Re:     Appointment  as  Consultant

Dear  Mr.  Tillerby:

     This  letter  sets  out  the  terms  and  conditions  under  with  you (the
"Consultant")  are  engaged  by WAMEX Holdings, Inc. (the "Company") to identify
international  acquisition  targets for the Company and to advise the Company in
structuring  mergers  or other acquisitions to which the Company is a party (the
"Transactions").

     1.     Service.  During  the  Term (as hereinafter defined), the Consultant
shall  render  such  services  to  the  Company  so  as to assist the Company in
identifying  international  acquisition  targets  for the Company and advise the
Company  in structuring mergers or other acquisitions.  Nothing contained herein
constitutes  a  commitment  on the part of the Consultant to find an acquisition
target  for the Company or, if such a target is found, that any Transaction will
be  completed.  The Consultant shall not have the power of authority to bind the
Company  to  any  transaction  without  the  Company's  prior  written  consent.

     2.     Term  of the Agreement (the "Term").  This Agreement will last for a
period  of  one  year  from the date hereof, except that either party hereto may
terminate  this  Agreement  at  any  time after the date hereof, with or without
cause,  upon  sixty  (60)  days  written  notice  to  the  other  party.

     3.     Engagement  Fee.  Upon  the execution of this Agreement, the Company
shall pay to the Consultant a fee (an "Engagement Fee") of 170,000 shares of the
Company's  common  stock  (the  "Shares"), which amount shall not be refundable.


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     4.     Other Fees and Expenses.  It is agreed that the Company will not pay
any  further  fees  or  expenses  to  the  Consultant.

     5.     Registration  Rights.  The  Company  hereby  covenants and agrees to
immediately  file,  from  the  date  hereof, a registration of Form S-8 with the
Securities  and  Exchange  Commission  with  respect  to the Shares, including a
reoffer  prospectus,  to  the  extent  required.

     6.     Further  Assurances.  In  connection with the issuance of the Shares
of  Common Stock of the Company to the Consultants pursuant to this Agreement of
the  issuance  of  shares  of common stock of the Company to the Consultant as a
Transaction  Fee,  the Consultant covenants and agrees that he shall execute and
deliver,  or  cause  to  be  executed  and  delivered,  any and all such further
agreements,  instruments,  certificates  and  other  documents,  including  the
Subscription  Agreement, a copy of which is annexed hereto as Annex A, and shall
take  or  cause  to be taken any and all such further action, as the Company may
reasonably  deem  necessary  or  desirable  in order to carry out the intent and
purpose  of  this  Agreement.

     7.     Indemnification.  Each  party agreed to indemnify and hold the other
harmless  form  any  loss,  damage,  liability  or expense, including reasonable
attorney's  fee's  and other legal expenses, to which the other party may become
subject  arising  out  of or relating to any act or omission by the indemnifying
party (or any person connected or associated with the indemnifying party), which
is  or  is  alleged  to  be  a  violation  of  any  applicable  statues, laws or
regulations  or  arising  from  the  negligence  of  willful  misconduct  of the
indemnifying  party.

     8.     Confidentiality.  During  the  term  of  this Agreement, the Company
shall  furnish  the  Consultant  with  all  the  information, data, or documents
concerning  the Company that the Consultant shall reasonably deem appropriate in
connection  with  his  activities hereunder.  The Consultant agrees to keep such
information  in  strictest confidence and will not divulge it to any third party
without  the  prior written consent of the Company's President.  Notwithstanding
the  foregoing, this paragraph will not apply to information which is or becomes
generally  available  to  the  public, is required by law to be disclosed, or is
obtained from any third party which is in possession of such information through
no  fault  of  the  Consultants  and is not under obligation, to the best of the
Consultants  knowledge  and  belief  to  treat such information as confidential.

     9.     Notice.  All notice, requests demands and other communications under
this  Agreement shall be in writing, and shall be deemed to have been duly given
(a)  on the date of service, if served personally on the party to whom notice is
to  be  given,  (b)  on  the  day  after the date sent by a recognized overnight
courier  service  with  all  charges  prepaid  or  billed to the account for the
sender,  (c)  five  (5)  days  after  being  deposited  in  the  mail if sent by
first-class  air  mail,  registered or certified, postage prepaid, or (d) on the
day  after the date set forth on the transmission receipt when sent by facsimile
transmission  to the party being notified at its address or facsimile number set
forth below or such other address or facsimile numbers as any party hereto shall
subsequently  notify  all  other  parties  hereto  in  writing.


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(i)     If  the  Consultant:

Mr.  Magnus  Tillerby
Prudential  Overseas  Company
117  E.  57th  Street
Suite  44B
New  York,  NY  10022


(ii)     If  to  the  Company:

WAMEX  Holdings,  Inc.
3040  Nostrand  Avenue
Marine  Park,  NY  11229


     9.     Non-Assignability  Binding  Effect.  Neither this Agreement, nor any
of  the rights or obligations of the parties shall be assignable by either party
hereto  without  the  prior written consent of the other party.  Otherwise, this
Agreement  shall  be  binding upon and shall inure to the benefit of the parties
hereto  and  their  respective  heirs.  Executors,  administrators,  personal
representatives,  successors,  and  permitted  assignees.

     10.     Choice  of  Law.  This  Agreement shall be governed and enforced in
accordance  with  the  laws  of  the  State of Washington, without regard to its
conflict  of  law  principles.

     11.     Entire  Agreement.  This Agreement constitutes the entire agreement
of  the  parties  with  respect  to the subject matter hereof and supersedes all
other  agreements  between the parties hereto relating to the subject matter set
forth  herein.  The  covenants  and  agreements  set  forth  in  this  Agreement
constitutes  all  the  covenants  and  agreements of the parties hereto and upon
which the parties have relied and except as may be specifically provided herein,
no change, modification, amendment, addition or termination of this Agreement or
any party thereof shall be valid unless in writing and signed by or on behalf of
the  party  to  be  charged  therewith.


Please  indicate  your agreement to the foregoing by signing and returning to us
the  enclosed  copy of this letter, whereupon this letter shall become a binding
agreement.


WAMEX  Holdings,  Inc.

/s/  Mitchell  H.  Cushing                         /s/  Magnus  Tillerby
Mitchell  H.  Cushing,  President                    Magnus  Tillerby