CONSULTING AGREEMENT


     THIS  CONSULTING  AGREEMENT  entered into as of this 18th day of July, 2000
between THE CATAPULT  GROUP,  INC., a Georgia  corporation  (the  "Company") and
RONALD A. POTTS ("Consultant").

     WHEREAS, the Company and the Consultant had previously entered into an oral
agreement in June, 1999 whereby the Consultant would provide consulting services
to the Company;

     WHEREAS,  the Company and the Consultant  wish to memorialize  the terms of
the foregoing oral agreement;

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
set forth herein, the parties agree as follows:

     1.  For a said  period  of Two (2)  Years  beginning  on  June,  1999  (the
"Consulting  Period")  Consultant  shall serve as a consultant to the Company on
matters pertaining to the formation of a business plan for Company, the locating
of  attorneys  and  accountants  for  Company,  and the  locating  of  potential
acquisition targets and potential merger partners for Company that would further
the  business  interests  of  Company.   Consultant's   services  shall  include
consultation with and advice to directors and officers of the Company.

     2.  During  the  Consulting  Period,  the  Company  shall  be  entitled  to
Consultant's  services for reasonable times when and to the extent requested by,
and subject to the  direction of, the Chairman and Chief  Executive  Officer and
the Chief Financial Officer of the Company.

     3. Consultant's  services shall be rendered from his/her office,  unless by
mutual  agreement from time to time  arrangements are made for those services to
be  rendered  elsewhere.  Reasonable  travel  and  living  expenses  necessarily
incurred by Consultant to render services at locations other than his/her office
shall be  reimbursed by the Company  promptly upon receipt of proper  statements
with regard to the nature and amount of those expenses.  Those  statements shall
be furnished  to the Company  monthly at the end of each  calendar  month of the
Consulting Period during which any of those expenses are incurred.

     4.  Consultant  shall  have  no  authority  to  bind  Company  by or to any
obligation,  agreement,  promise or  representation  without first obtaining the
written approval of the Chief Executive Officer.  Consultant shall not incur any
liability  on behalf of Company or in any way  represent  or bind Company in any
manner or thing  whatsoever  and nothing  herein  shall be deemed to  constitute
either party the agent or legal  representative  of the other.  Consultant shall
not have the authority and shall not represent  that he has authority to approve
check  requests  or to  order,  purchase  or  otherwise  obtain  any  equipment,
supplies, services or other materials on behalf of Company.

     5. In  consideration  of  Consultant's  entering into this  Agreement,  the
Company has agreed to issue to Consultant 350,000 shares of the Company's common
stock.

     6.  Consultant  understands  and agrees that  Consultant is an  independent
contractor  rather  than an  employee  or agent of  Company.  Consultant  hereby
warrants and represents that he has all necessary licenses,  visas, work permits
or other government approvals required to perform the Services.

     7. Consultant shall be responsible for withholding,  paying,  and reporting
any and all required federal, state or local income,  employment and other taxes
and  charges.  Consultant  understands  and  agrees  that  Company  will make no
deduction  from  payments to Consultant  for federal or state tax  withholdings,
social security, unemployment, workers' compensation or disability insurance.

     8.  Consultant  understands  and  agrees  it is not  eligible  for  dental,
medical, disability,  hospitalization, life insurance, vacation, travel benefits
and other employee welfare and benefit  programs  maintained by Company based on
the  Services or  otherwise.  In addition,  Consultant  shall not be eligible to
participate  in or accrue  benefits  under other programs which are available to
employees of Company.

     9.  Consultant  agrees  that he will  not  without  the  Company's  consent
disclose  to anyone any trade  secrets of the  Company  or and  confidential  or
non-public  information  relating  to  the  Company's  business,  operations  or
prospects.

     10. This Agreement may be terminated by Company or Consultant without cause
in their sole  discretion by providing the other party with at least thirty (30)
calendar days' advance written notice.

     11.  It is  understood  and  agreed by the  parties  that the  services  of
Consultant  are unique and  personal in nature and both  Consultant  and Company
shall not delegate or assign all or any portion of its required  performance  to
any other individual, firm or entity.

     12. No waiver, amendment or modification of any provision of this Agreement
shall be effective  unless in writing and signed by both parties.  No failure or
delay by either  party in  exercising  any  right,  power or remedy  under  this
Agreement shall operate as a waiver of any such right, power or remedy.

     13. This  Agreement  shall be binding  upon and inure to the benefit of the
heirs, successors, and assigns of the parties hereto.

     14. Notices  hereunder shall be given in writing and will be deemed to have
been given (a) on the date delivered in person, (b) on the date indicated on the
return receipt if mailed postage prepaid,  by certified or registered U.S. mail,
with return receipt requested,  (c) twenty-four  (24) hours after transmittal by
facsimile,  if sent by 5:00 p.m.  Eastern  Time,  on a regular  business day and
confirmation  of receipt  thereof is reflected  or  obtained,  or (d) if sent by
overnight  courier  service,  on the next  business  day after  delivery  to the
courier  service (in time for and specifying  next day  delivery).  In each case
such notices  shall be sent to the address or facsimile  number set forth below.
Either party may change such  address by giving (15) days written  notice to the
other party hereto.

         If to Company:             The Catapult Group, Inc.
                                    Suite 350
                                    4940 Peachtree Industrial Boulevard
                                    Norcross, GA  30071
                                    Attention:     Mr. Bryan M. Johns,
                                                   Chief Executive Officer
                                    Telephone:     (770) 448-9088
                                    Facsimile:     (770) 448-9053

         If to Consultant:          Mr. Ronald A. Potts
                                    490 Regatta Bay Boulevard
                                    Destin, FL  32541
                                    Telephone:     [TO BE PROVIDED]
                                    Facsimile:     [TO BE PROVIDED]

     15.  If any  provision  of this  Agreement  shall  be  held  by a court  of
competent  jurisdiction to be contrary to law, the remaining  provisions of this
Agreement shall remain in full force and effect.

     16. This Agreement and the Exhibits hereto  constitute the entire Agreement
between the parties  concerning  the subject  matter hereof and  supersedes  all
prior  negotiations  and discussions  with respect to such subject matter.  This
Agreement may be modified in writing only, signed by the parties hereto.

     17. The remedies  hereunder shall be cumulative and not  alternatives;  the
election  of one  remedy  for a  breach  shall  not  preclude  pursuit  of other
remedies.

     18.  Whenever  required by the context,  references  herein to the singular
shall  include the plural and the  masculine  gender shall  include the feminine
gender. For the purposes of this Agreement,  unless the context clearly requires
otherwise, "or" is not exclusive and "including" shall mean "including,  but not
limited to."

     19. The section and other  headings  contained  in this  Agreement  are for
reference  purposes  only  and  shall  not  affect  the  interpretation  of this
Agreement.

     20. This  Agreement  may be executed in one or more  counterparts,  each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.


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                    [Signature page to Consulting Agreement]




Agreed and Accepted to this                  /s/Ronald A. Potts
                                             ------------------
18th day of July 2000                    Ronald A. Potts