CONSULTING AGREEMENT


         This  Agreement  is effective  this 21st day of  February,  2001 by and
between  Maxxon,  Inc.  ("Company")  and Stuart Daley and Martin Smith,  each of
Genesis Design Group ("Consultants").

         Term.  The term of this Agreement shall be for one (1) year.

         Services.  Services  provided by Consultants under this Agreement shall
be  for  design  consulting  and  product   development  through  first  article
production.

         Payment for Services.  In lieu of Company  paying cash for  Consultants
services,  Company  agrees to issue  Consultants  a total of  100,000  shares of
Company common stock as payment for Consultants' services. The services provided
by  Consultants  are  valued at $25,000  in total,  which is the  product of the
100,000  shares  multiplied  by $0.25 per share,  the closing price of Company's
common stock on the date of this Agreement.

         Incentive. Company has granted to Consultants the option to purchase up
to a total of 150,000  shares of Company  common  stock at an exercise  price of
$0.25 per share. This option becomes exercisable only if Consultants are able to
deliver to the Company assembled  syringes that are fully functional and feature
a  working  brake  system  within  12 weeks  from the  date the  order  with the
manufacturer is placed.  If Consultants are able to accomplish  this, the option
shall be exercisable  in whole or in part until December 31, 2002,  according to
the terms specified below.

          Common Stock and Options Are Not  Registered.  Consultants  understand
and  acknowledge  that the common stock,  options and common stock issuable upon
the  exercise  of the  options  as set  forth  in this  Agreement  have not been
registered by the Company under the Securities Act of 1933, as amended, or under
the  securities  laws of any state.  The common stock,  options and common stock
issuable  upon the  exercise  of the  options  are  subject to  restrictions  on
transferability  and resale and may not be transferred or sold unless registered
or exempt from registration.  Consultants  understand that they will be required
to bear the financial risks of investment in the common stock and options for an
indefinite period of time. Consultants affirmatively state that they are able to
bear the financial risks of this agreement.

         Restrictions on Common Stock.  The shares of common stock,  options and
common  stock  issuable  upon the  exercise  of the options as set forth in this
Agreement will bear the following restrictive legend:

         "The  shares  evidenced  by this  Certificate  have been  acquired  for
         investment only and have not been  registered  under the Securities Act
         of 1933, as amended, or the securities laws of any state.  Without such
         registration,  the  shares  may not be sold,  transferred,  pledged  or
         otherwise disposed of, except upon receipt by the Company of an opinion
         of  counsel  satisfactory  to  the  Company  that  registration  is not
         required."

         Method of Exercise of Options and  Restrictions on Common Stock. If the
options  become  exercisable,  the options may be  exercised in whole or in part
until December 31, 2002 by  Consultants  sending a check made payable to Maxxon,
Inc.  in the amount of $0.25 per share.  Certificates  for common  stock will be
issued as promptly  as  practicable.  The common  stock  issued  pursuant to the
exercise of the options will bear the restrictive  legend referred to above. The
common stock  issued  pursuant to the exercise of the options and are subject to
restrictions  on  transferability  and resale and may not be transferred or sold
unless registered or exempt from registration.  Specifically, the holding period
under Rule 144 will not begin until the options are  exercised in the manner set
forth above.

         Notice.  Any  notice  required  or  permitted  to be given  under  this
Agreement  shall be sufficient  if in writing and sent by certified  mail by the
Company  to the  residence  of  Mabie,  or by Mabie to the  Company's  principal
office.

         Further  Assurances.  Each party agrees to perform any further acts and
to execute and deliver any further documents that may be reasonably necessary to
carry out the provisions of this Agreement.

         Severability.  In the event  that any of the  provisions,  or  portions
thereof,  of this Agreement are held to be unenforceable or invalid by any court
of competent  jurisdiction,  the validity and  enforceability  of the  remaining
provisions or portions thereof, shall not be affected thereby.

         Construction.  Whenever used herein,  the singular number shall include
the plural, and the plural number shall include the singular.

         Headings.  The headings contained in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning of any of the
provisions contained herein.

         Multiple  Counterparts.  This  Agreement  may be  executed  in multiple
counterparts,  each of which shall be deemed to be an original  but all of which
together shall constitute one and the same instrument.

         Governing  Law.  This  Agreement  shall be  governed by the laws of the
State of Oklahoma.

         Inurement.  Subject to the restrictions  against transfer or assignment
as herein contained, the provisions of this Agreement shall inure to the benefit
of, and shall be binding  on, the  assigns,  successors  in  interest,  personal
representatives, estates, heirs and legatees of each of the parties hereto.

         Waivers.  No waiver of any  provision or  condition  of this  Agreement
shall be valid  unless  executed  in writing and signed by the party to be bound
thereby,  and then only to the extend specified in such waiver. No waiver of any
provision or condition of this  Agreement  shall be construed as a waiver of any
other  provision or condition of this  Agreement,  and no present  waiver of any
provision or condition of this  Agreement  shall be construed as a future waiver
of such provision or condition.

         Amendment.  This  Agreement  may be amended only by a written  document
signed by the parties and  stating  that the  document is intended to amend this
Agreement.

         Disputes. In any dispute or proceeding to construe this Agreement,  the
parties  expressly  consent to the exclusive  jurisdiction  of state and federal
courts in Tulsa County,  Oklahoma,  the principal  place of business for Maxxon.
The prevailing  party in any suit brought to interpret  this Agreement  shall be
entitled to recover  reasonable  attorney's fees and expenses in addition to any
other relief to which it is entitled.

         Execution.  Each party to this Agreement hereby represents and warrants
to the other  party  that such  party has full power and  capacity  to  execute,
deliver and perform this Agreement.



CONSULTANTS                                   COMPANY

/s/ STUART DALEY                              /s/ THOMAS R. COUGHLIN, JR.
---------------------------------             ----------------------------------
Stuart Daley                                  By:  Thomas R. Coughlin, Jr. M.D.
                                                   Medical Advisor
                                                   Maxxon, Inc.

/s/ MARTIN SMITH
---------------------------------
Martin Smith