CONSULTING AGREEMENT

AGREEMENT made as of the 27th day of January, 1999, between Weststar
Environmental Inc.. a Florida corporation, with principal offices at 9550
Regency Square Blvd., Suite 1109, Jacksonville, FL 32225 ( hereinafter referred
to as the "Company"); and Environmental and Financial Consulting, Inc. residing
at 12563 Mission Hills Circle N., Jacksonville, FL 32225 (hereinafter referred
to as "E.F.C.").

WHEREAS, E.F.C. shall be employed by the Company as a CONSULTANT.

WHEREAS, E.F.C. has the requisite experience, background and skill and is
willing to formalize its relationship with the Company on the terms and subject
to the conditions herein contained.

NOW, THEREFORE, in consideration of the premises and mutual convenants herein
contained, the parties hereby agree as follows:

1)   RECITALS CONFIRMED. All of the recitals hereinabove stated are confirmed by
     all of the parties hereto as being in all respects true and correct and the
     same are hereby incorporated herein by reference into this agreement (the
     "Agreement").

2)   EMPLOYMENT. The Company hereby confirms its hiring of E.F.C. and E.F.C.
     hereby confirms its employment by the Company. E.F.C. shall, in the
     performance of its duties, be at all times subject to the direction,
     supervision and authority of the Company's Board of Directors.

3)   NO BREACH OF OBLIGATION. E.F.C. represents and warrants to the Company that
     it has the requisite skill and experience and is ready, willing and able to
     perform those duties attendant to the position for which it is hired or
     which may be assigned to it; and that its entry into this Agreement with
     the Company does not constitute a breach of any prior agreement between
     E.F.C. and any person, firm or corporation, contain any restriction or
     impediment to the ability of E.F.C. to perform those duties for which it
     was hired or which may be assigned to or reasonably expected of it. The
     Company acknowledges that E.F.C. has other business interests.

4)   SERVICES. During the full term of this Agreement, E.F.C. shall perform to
     the best of its ability the following services and duties, in such manner
     and at such times as the Company may direct; the following being included
     by way of example and not by way of limitation:

          (a) E.F.C. will search for acquisition/merger candidates. If
              acceptable to the Company, E.F.C. will perform due diligence on
              such candidates, and

<PAGE>


              work with the Company's attorneys and accountants to close each
              transaction. If directed by the Board, E.F.C. will search for
              qualified candidates to purchase the Company.

          (b) E.F.C. shall aid and assist the administration of the Company's
              sales, marketing programs, finance and other similar and related
              aspects of the Company's operations;

          (c) E.F.C. shall promote the Company's relations with its clients,
              employees, potential clients and others;

          (d) E.F.C. shall consult with and advise the other officers and
              employees of the Company, either orally, or, at the request of the
              Company, in writing, with respect to such matters as the Board of
              Directors shall request from time to time, relating to the
              management and operation of the Company, sales, marketing and the
              institution of programs and systems designed to increase the
              efficiency of the Company's business and overall management and
              operation of the Company.

          (e) E.F.C. shall, together and in connection with the other executive
              officers of the Company, supervise and direct the administrative
              aspects of and share responsibility for the conduct and
              supervision of the administrative areas of the Company's
              operation;

          (f) E.F.C. shall, if requested by the Company, seek out equity/debt
              financing for the Company.

5)   RETAINER. At the beginning of the 1st and 2nd contract year, the Company
     shall pay to E.F.C. a retainer fee of $250,000 for which E.F.C. will make
     itself available to perform any duties requested by the Company. At the
     beginning of the 3rd contract year, the retainer fee will be reduced to
     $150,000 per contract year. This retainer will only be paid upon the
     successful completion of an I.P.O. for Weststar.

6)   EXCLUSIVITY. The Company hereby agrees and appoints E.F.C. as the exclusive
     agent for negotiations on acquisitions, mergers, raising of equity/debt
     and/or a sale of the Company. Compensation for these services is described
     in Paragraph 8.

7)   PLACE OF PERFORMANCE. E.F.C. agrees to perform its duties hereunder at the
     offices of the Company, in Jacksonville, Florida, or any other suitable
     place and agrees, to the extent that it shall be determined necessary and
     advisable in the sole discretion of the Company's Board of Directors to
     travel to any place in the United States or to any foreign country where
     its presence is or may reasonably be temporarily required for the
     performance of its duties hereunder.

8)   COMPENSATION. The Company will pay to E.F.C. a finders fee/fee of 10% of
     the gross selling price (price & debt) for any acquisition or merger
     candidate that is acceptable to the Company. The Company will pay to E.F.C.
     a finders fee/fee of 10% of the gross amount of any equity placements/debt
     arranged by E.F.C. Said fee shall be paid as follows:

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<PAGE>


          (a) FEE. (Acquisitions/Merger/Sale)

              1.   CASH. One half (1/2) of the fees will be paid in cash at time
                   of closing or at the completion of the I.P.O.

              2.   STOCK. One half (1/2) of the fees will be paid in fully paid,
                   non-assessable shares of stock in the Company. Valuation of
                   this stock shall be the average price for the preceding three
                   months closing price as quoted by NASDAQ (or a comparable
                   stock exchange) or, in case of an acquisition closing prior
                   to the Company having quoted stock price, then stock will be
                   valued at price of the Company at the time, as determined by
                   similar transactions or services for value. The stock will be
                   S-8 stock, in that the Company will agree to file an S-8
                   registration at the Company's expense upon demand by E.F.C.
                   Such stock will be delivered at time of closing of the I.P.O.
                   If requested by E.F.C. said stock may be given to individual
                   consultants working for E.F.C.

          (b) FEE-EQUITY/DEBT PLACEMENTS
              1. CASH. 100% of the fee will be paid in cash at time of closing.

          (c) EXPENSES, ACCOMMODATIONS, INSURANCE, AND MEDICAL BENEFITS. The
              Company shall pay to E.F.C., and/or furnish E.F.C. with expenses,
              accommodations, insurance and medical benefits referenced in
              Paragraph 11 of this Agreement; and

          (d) AUTOMOBILES. E.F.C. shall be entitled to the use of automobiles at
              the Company expense during the term of this Agreement;

          (e) SEVERANCE. The Company shall pay E.F.C. the severance compensation
              enumerated in Paragraph 15(c) of this Agreement.

9)   REPRESENTATION AND WARRANTIES OF ENVIRONMENTAL AND FINANCIAL CONSULTING,
     INC. By virtue of its execution hereof, and in order to induce the Company
     to enter into this Agreement, E.F.C. hereby represents and warrants as
     follows:

          (a) E.F.C. is not presently actively engaged in any business,
              employment or venture, which is or may be in conflict with the
              business of the Company.

          (b) E.F.C. has full power and authority to enter into this Agreement,
              to enter into the employ of the Company and to otherwise perform
              this Agreement in the time and manner contemplated; and

          (c) E.F.C.'s compliance with the terms and conditions of this
              Agreement in the time and manner contemplated herein will not
              conflict with any instrument or agreement pertaining to the
              transaction contemplated herein, and will not conflict in, result
              in a breach of or constitute a default under any instrument to
              which is a party.

10)  REPRESENTATION AND WARRANTIES OF THE COMPANY. By virtue of the execution of
     this Agreement, the Company hereby represents and warrants to E.F.C. as
     follows:

          (a) The Company has full power, right and authority to execute and
              perform this Agreement in the time and manner contemplated; and


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<PAGE>


          (b) The execution and performance of this Agreement will not result in
              a breach of or violate the provisions of any contract or agreement
              to which the Company is a party.

11)  EXPENSES, ACCOMMODATIONS, INSURANCE, MEDICAL BENEFITS, AND ETC. The Company
     and E.F.C. agree that E.F.C. shall receive reimbursement, for all expenses
     incurred by E.F.C. in connection with the performance of its duties
     hereunder subject to compliance with the Company's procedures; and the
     Company shall pay to E.F.C. directly or reimburse E.F.C. for all other
     reasonable, necessary and proven expenses and disbursements incurred by
     E.F.C. for and on behalf of the Company in the performance of E.F.C.'s
     duties during the term of this Agreement. Weststar will provide E.F.C. with
     office space and secretarial support during the term of this Agreement.

12)  AUTOMOBILE(S). E.F.C. shall be entitled to the use of an automobile(s) and
     all expense(s) necessary to operate and maintain such auto(s); with the
     Company reimbursing E.F.C. for such costs.

13)  PROPRIETARY RIGHTS. E.F.C. or any of its employees shall at no time before
     or after the termination of this Agreement hereunder use or divulge or make
     known to anyone without the express written consent of the Board of
     Directors of the Company (except to those duly authorized by the Company to
     have access thereto) any marketing systems, programs or methods, customer
     or client lists, computer programs, configurations, systems or procedures,
     ideas, formulae, inventions, discoveries, improvements, secrets, processes
     or technical or other information of the Company or any accounts, customer
     or client lists, transactions of business affairs of the Company. At the
     conclusion of this Agreement by the Company, E.F.C. shall forthwith
     surrender to the Company all letters, brochures, agreements and documents
     of every character relating to the business affairs and properties of the
     Company and then in its possession and shall not, without the Company's
     prior written consent, retain or disclose any copies thereof.

14)  COMPETITION. During the seven (7) year term of this Agreement, or upon the
     termination of its consulting contract, whichever event shall occur later
     and for a period of 24 months thereafter, E.F.C. shall not, without the
     prior express written consent of the Company, engage in any business which
     is in direct competition or threatening to be in competition with the
     Company within any other state or other jurisdiction in which the Company
     is engaged in such operations.

     E.F.C. further convenants that during the stated term of this Agreement and
     for the twelve (12) month period thereafter, it will not solicit any
     clients or customers, known by it to be clients or customers of the Company
     for competitive business. The foregoing restrictions shall not apply to a
     termination of the consulting contract by the Company without cause or a
     termination of the employment by E.F.C. because of a breach of Agreement by
     the Company.

15)  TERM AND TERMINATION. The Agreement shall be deemed to be effective as of
     the date of its execution and shall continue in full force and effect until
     the last day of the month


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<PAGE>


after the seventh (7th) anniversary thereof unless sooner terminated as
hereinafter set forth:

     (a) TERMINATION BY THE COMPANY FOR CAUSE.

          (1) The Company may terminate E.F.C.'s contract for cause (as defined
              in sub-paragraph (2) below) upon compliance with the provisions of
              sub-paragraph (3). Upon such termination, the Company shall have
              no further obligations to E.F.C., except for the compensation or
              other benefits due for a period prior to the date of Termination.

          (2) "Cause" shall mean: (i) E.F.C.'s willful and continued failure to
              perform any of its duties with the Company; or (ii) E.F.C. willful
              engaging in misconduct which is materially injurious to the
              Company, monetarily or otherwise. For purpose of this
              sub-paragraph (2), no act or failure to act on E.F.C.'s part shall
              be considered "willful" unless the act or failure to act by E.F.C.
              is done in bad faith and with absolute certainly that such action
              or omission was not in, or opposed to, the best interest of the
              Company.

          (3) Termination for Cause shall be effected only if: (i) the Company
              has delivered to E.F.C. a copy of a Notice of Termination which
              complies with Paragraph 14 hereof and which gives E.F.C. at least
              thirty (30) business days' prior notice, the opportunity, together
              with E.F.C. counsel, to be heard before the Board of Directors and
              (ii) the Board of Directors (after such notice and opportunity to
              be heard), adopts a resolution concurred in by not less than
              two-thirds of all of the Directors of the Company then in office,
              including at least two-thirds of all of the directors who are not
              officers of the Company, that in the good faith opinion of the
              Board of Directors, E.F.C. was guilty of conduct set forth above
              in clause (i) and (ii) of the first sentence of sub-paragraph (2),
              and specifying the particulars thereof in detail.

     (b) TERMINATION BY E.F.C. FOR GOOD REASON.

          (1) E.F.C. may terminate its employment for Good Reason (as defined in
              sub-paragraph (2) below) by giving the Company a Notice of
              Termination which complies with Paragraph 14 hereof. Upon such
              termination E.F.C. shall have the rights described in
              sub-paragraph (3) hereof.

          (2) "Good Reason": shall mean: (i) E.F.C. being removed without Good
              Reason; (ii) the assignment to E.F.C. without its express written
              consent, of any duties other than those permitted by Paragraph 4;
              (iii) the Company's requiring E.F.C. to maintain its principal
              offices or conduct its principal activities anywhere other than at
              the Company's principal executive offices, (iv) the failure of the
              Company to obtain the assumption and agreement to perform this
              Agreement by any successor as contemplated in Paragraph 8


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<PAGE>


              hereof; (v) repudiation by the Company of any material obligation
              of the Company under paragraph 7 hereof; or (vi) the delivery of a
              Notice of Termination by the Company pursuant to Paragraph 14(a)
              (3), above (except that the delivery of such Notice shall be
              retroactively deemed not to constitute Good Reason if within sixty
              (60) days after the Board of Directors shall make the
              determination described in Paragraph 14(a)(3), (after the
              opportunity to be heard provided for therein) and such
              determination is not thereafter reversed by an arbitration
              decision or final judgment of a court of competent jurisdiction.

          (c) TERMINATION BY CHANGE OR CONTROL. In the event the Company
              experiences a Change of Control as hereinafter defined, E.F.C.
              shall have the right and option, in its sole unfettered
              discretion, to declare this Agreement breached by the Company.
              Upon the occurrence of such a course of action, E.F.C. shall be
              entitled to receive all of the compensation and remuneration
              provided in Section 5, 8, and 16 of this agreement.

16)  CHANGE IN CONTROL. For purpose of this Agreement, a Change in Control will
     be deemed to have occurred:

          (a) If following (i) a tender or exchange offer for voting securities
              of the Company, (ii) a proxy contest for the election of Directors
              of the Company or (iii) a merger or consolidation or sale of all
              or substantially all of the business or assets of the Company, the
              Directors of the Company immediately prior to the initiation of
              such event cease to constitute a majority of the Board of
              Directors of the Company upon the occurrence of such event or
              within one year after such event. Or

          (b) If any "person" or "group" (as defined under the beneficial
              ownership rules of Section 13(d)(3) and 14(d)(2) of the
              Securities Exchange Act of 1934 and Rule 13d3 thereunder) acquires
              ownership or control, or power to control, twenty-five percent
              (25%) or more of the outstanding voting securities of the Company
              without prior approval or ratification by a majority of the
              Company's directors in office at the time of such event.

          (c) E.F.C.'S RIGHT UPON CERTAIN TERMINATION. If the Company terminates
              E.F.C.'s contract hereunder, otherwise than for cause pursuant to
              Paragraph 15(2) or if E.F.C. terminates this contract for Good
              Reason pursuant to Paragraph 15(b), or pursuant to Paragraph 15
              (2):

              (1) The Company shall pay E.F.C. the greater of (a) the average of
                  compensation to E.F.C. prior to this termination x (times) the
                  remaining life of this contract or (b) the sum of $500,000 as
                  damages, except for a sale of the Company.

              (2) E.F.C. shall be entitled to the full amount which would have
                  been due it under any bonus or profit sharing plan, or similar
                  arrangement,



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<PAGE>

                  in which it was participating prior to the Date of
                  Termination, for the full seven (7) year term of this
                  Agreement, without any proration or reduction because of
                  E.F.C. not being under contract during the full term;

              (3) E.F.C. shall also be entitled to the full amount of any
                  contingent compensation or benefit which would have become
                  vested had its contract continues throughout the
                  Post-Termination Period;

              (4) The Company shall also pay to E.F.C. an amount equal to all
                  legal fees and expenses incurred by E.F.C. as a result of such
                  termination (including all fees and expenses, if any, incurred
                  in contesting or disputing any such termination or in seeking
                  to obtain or enforce or retain any rights or benefit provided
                  by this Agreement);

              (5) The Company shall maintain full force and effect, for
                  E.F.C.'s; continued benefit throughout the Post-Termination
                  Period, all life and health insurance and other benefit plans
                  in which E.F.C. was entitled to participate immediately prior
                  to the Date of Termination, provided that the Employee
                  continued participation is possible under the general terms
                  and conditions of such plans. If E.F.C.'s participation in any
                  such plan is barred for any reason whatsoever, the Company
                  shall arrange to provide E.F.C. with benefits substantially
                  similar to those which he is entitled to receive under such
                  plan;

              (6) E.F.C. shall not be required to mitigate the amount of any
                  payment provided for in this Paragraph 16 and payments due may
                  not be reduced by any compensation earned by E.F.C. in any
                  manner after the Date of Termination.

17)  DATE OF TERMINATION. "Date of Termination" shall mean the date on which a
     Notice of Termination is given.

18)  SUCCESSORS; BINDING AGREEMENT.

              (a) The Company shall require any purchaser of all or
                  substantially all of the Business of the Company, by agreement
                  or form and substance satisfactory to E.F.C., to assume and
                  agree to perform this Agreement in the same manner and to the
                  same extent that the Company would be required to perform if
                  no such purchase had taken place. If there is no agreement,
                  the full amount will become due and payable. As used in this
                  Agreement, "Company" shall mean the Company as hereinabove
                  defined, and any successor to the Company's business or assets
                  which executes and delivers this Agreement provided for in the
                  Paragraph 18(a) or which otherwise becomes bound by all the
                  terms and provisions of this Agreement by operation of law.

19)  ARBITRATION. E.F.C. shall have the right to submit any determination by the
     Board of Directors terminating its contract for Cause, or an other dispute
     hereunder, to arbitration by a single arbitrator in Jacksonville, Florida
     under the laws of American Arbitration



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<PAGE>


     Association. Any award in such arbitration may be enforced in any court
     of competent jurisdiction.

20)  ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the
     parties with respect to the subject matter hereof, shall supersede any
     prior agreements and understandings between the parties with respect to
     such subject matter, and no statement, representation, warranty or covenant
     has been made by either party except as expressly set forth herein.

21)  MODIFICATION. This Agreement shall not be terminated orally. All of the
     terms and provisions of this Agreement shall be binding upon and inure to
     the benefit of and be enforceable by the respective heirs and personal
     representatives of E.F.C. and the successors and assigns of the Company.

22)  LAWS OF THE STATE OF FLORIDA. This Agreement is being delivered in the
     State of Florida and shall be construed and enforced in accordance with the
     laws of the State of Florida, irrespective of the state of incorporation of
     the Company or the place domicile or residence of E.F.C. In the event of a
     controversy arising out of the interpretation, construction, performance or
     breach of this Agreement, the parties hereby agree and consent to the
     jurisdiction and venue of the Circuit Court of the State of Florida, Duval
     County and/or the United States District Court for the Northern District of
     Florida and further agree and consent that personal service or process in
     any such action or proceeding outside of the County of Duval shall be
     tantamount to service in person within the County of Duval and shall confer
     personal jurisdiction upon either of said courts.

23)  NOTICES. Any notice given by one party to the other in connection with this
     Agreement shall be in writing and shall be sent certified mail, return
     receipt requested, with postage and certification fees prepaid, to the
     following addresses:

Consulting Company:  Environmental and Financial Consulting, Inc.
                     12563 Mission Hill Circle N.
                     Jacksonville, FL 32225

            Company: Weststar Environmental Inc.
                     9550 Regency Square Blvd.
                     Suite 1109
                     Jacksonville, FL 32225

24)  ADDITIONAL INSTRUMENTS. Each of the parties shall from time to time, at the
     request of the others, execute, acknowledge and deliver to the other party
     any and all further instruments that may be reasonably required to give
     full effect and force to provisions of this Agreement.

25)  ORIGINALS. This Agreement may be executed in counterparts each of which so
     executed shall be deemed an original and constitute one and the same
     agreement.

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<PAGE>



26)  ADDRESS OF PARTIES. Each of the parties shall at all times keep the other
     informed of its principal place of business or residence if different from
     that stated herein, and shall promptly notify the other of any change,
     giving the new principal place of business or residence.

27)  MODIFICATION AND WAIVER. A modification or waiver of any of the provisions
     of this Agreement shall be effective only if made in writing and executed
     with the same formality as this Agreement. The failure of any party to
     insist upon strict performance of any of the provisions of this Agreement
     shall not be constructed as a waiver of any subsequent default of the same
     or similar nature or of any other nature or kind.

28)  REMEDIES ON BREACH. E.F.C. hereby agrees that it may not be possible for
     the Company to be adequately compensated in damages for any breach by
     E.F.C. of any of the representations, warranties, terms or any conditions
     contained in this Agreement and accordingly E.F.C. hereby agrees and
     consents that in the event of any such breach, the Company, in addition to
     any other remedies it may have, shall be entitled to injunction or other
     equitable relief restraining such breach.

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


ATTEST:


BY: /s/ WILLIAM D. GRAY                     BY: /s/ MICHAEL E. RICKS
    --------------------------                  -------------------------------
    William D. Gray                             Michael E. Ricks
    Chairman of the Board                       Weststar Environmental, Inc.



(Corporate Seal)                            BY: /s/ Signature illegible
                                                --------------------------------
                                                Environmental and Financial
                                                     Consulting, Inc.


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