PROFESSIONAL SERVICES CONSULTING AGREEMENT

         This Agreement is made and entered into this 5th day of July 2001, by
and between Primelink Systems, Inc. ("Client") and Randall A. Drew and C.
Christopher Kessen ("Agents"). In consideration of the mutual covenants below,
the parties agree as follows:

         1.       SCOPE & TERM OF SERVICES. Agent shall provide professional
                  consulting services from July 5, 2001 through December
                  31,2001, based upon a commitment of not less than 60% of its
                  business time, in order to facilitate the following:

                           o        Advise Client with respect to the
                                    introduction, marketing, negotiation, and
                                    pre-sales and sales of the planned to be
                                    completed 12 inner duct system of the I-49
                                    project;

                           o        Consult with and advise Client regarding the
                                    negotiations with material suppliers and
                                    subcontractors related to the "south side"
                                    portion of the I-49 build, in conjunction
                                    with and on the behalf of Primelink, in
                                    order to minimize total cost;


                           o        Advise Client with respect to management of
                                    contractual negotiations for the remaining
                                    construction of the "north side" portion of
                                    the I-49 build.

         2.       PAYMENT. In exchange for those services provided, Client
                  agrees to pay Agents a total of 300,000 shares of common stock
                  (OTCBB:PMLK) which will be immediately registered under Form
                  S-8, to be delivered in equal amounts to the Agents.

         3.       INDEMNIFICATION; LIABILITY. Agent's sole liability to Client
                  shall be for completion of those services defined in the Scope
                  of Services portion of this agreement. Client agrees to defend
                  and hold Agent harmless against any claims, demands,
                  judgments, liabilities, or damages of any kind, including
                  reasonable attorneys' fees, arising as a result of Client's
                  breach of any material term of this agreement.

         4.       CONFIDENTIALITY. Agent agrees that in the performance of this
                  agreement it will gain access to certain confidential
                  information, which it will hold in the strictest confidence
                  and not disclose, to any third party, without prior written
                  consent of Client.

         5.       SELECTION OF ENTITIES. Consultant, in its sole and absolute
                  discretion, shall hire, retain, or employ such individuals,
                  corporations, partnerships or other entity or entities to
                  perform services as Consultant deems necessary for performance
                  of obligations hereunder.

         6.       COSTS AND EXPENSES. All costs, expenses and compensation that
                  Consultant shall incur as a result of the aforementioned
                  services on behalf of Company shall be the sole responsibility
                  of Consultant.

         7.       PARTIES RELATIONSHIP. Consultant shall not by reason of this
                  Agreement or the performance of duties hereunder, unless
                  otherwise agreed to between the parties, be or be deemed to
                  be, an employee, agent, partner, co-venturer or controlling
                  person of Company. Consultant shall have no power to enter
                  into any agreement on behalf of or otherwise bind Company.
                  Consultant shall not have or be deemed to have, any fiduciary
                  obligation or duties to Company and is not an agent to
                  Company. Neither party to this Agreement is intended to have
                  any interest in the business or property of the other.

         8.       ASSIGNABILITY. This contract is not assignable by Consultant
                  but shall be assignable by Company in connection with the
                  sale, transfer or other disposition of its business or to any
                  of Company's affiliates controlled by or under common control
                  with Company.

         9.       SEVERABILITY. If any part of this Agreement is adjudged
                  invalid, illegal, or unenforceable, the remaining parts shall
                  be enforceable.

         10.      PARAGRAPH HEADINGS. The headings of the paragraphs contained
                  in this Agreement are for convenience only, and are not to be
                  considered a part of this Agreement or used in determining its
                  content or context.

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         11.      OTHER AGREEMENTS. The parties represent that no other
                  agreement, oral or written, exists between them. This
                  Agreement sets forth the entire Agreement between the parties
                  hereto and cannot be modified or supplemented orally.

         o        MISCELLANEOUS.

                  o        This Agreement shall be governed and construed in
                           accordance with the laws of the State of Louisiana.

                  o        Any notice under this Agreement shall be delivered by
                           hand or certified mail, return receipt requested, to
                           the addresses of the parties set forth in this
                           Agreement or to such other address of which either
                           party may inform the other by written notice.

                  o        This Agreement and the Work Schedule shall constitute
                           the entire agreement between the parties.

                  o        This Agreement may not be amended or modified except
                           in a written instrument signed by both parties.

IN WITNESS WHEREOF, we have executed this Agreement as of the date first above
written.

CLIENT
PrimeLink Systems, Inc.


s/s John Wade/CEO
Date: July 5, 2001


AGENTS
Randall A. Drew                             C. Christopher Kessen


s/s Randall Drew                            s/s C. Christopher Kessen
Date:  July 5, 2001                         Date:  July 5, 2001