CONSULTING AGREEMENT

     This Consulting  Agreement  ("Agreement") is to be effective as of the 17th
day of October 2001, by and between Future Carz, Inc.  ("Company")  with offices
located  at 8930 East  Raintree,  Suite 300  Scottsdale,  AZ _85260  and  Gemini
Capital, LLC ("Consultant"), a California corporation, having its office located
at 8910 University Center Lane, Suite 500, San Diego, CA 92122.

     For the purposes of this  Agreement,  either of the above shall be referred
to as a "Party" and collectively as the "Parties".

     The Parties hereby agree as follows:

1. APPOINTMENT OF GEMINI CAPITAL,  LLC.  Company hereby appoints  Consultant and
Consultant  hereby  agrees  to  render  services  to  Company  as  a  management
consultant, and advisor.

2. DUTIES:  Consultant  shall provide the company with the  following  services:
Introduction to strategic business contacts,  brokerage firms, investment banks,
merger or  acquisition  targets,  equity lines of credit,  asset  loans,  bridge
financing.  Other  services as needed  including  IR or PR services as required.
Company understands and acknowledges that consultant is not a broker dealer.

3. TERM. The term ("Term") of this Consulting Agreement shall be for a period of
6 months  commencing on the date hereof and shall  continue on a  month-to-month
basis  hereafter.  However,  either  party with a written  notice of 30-days can
cancel this "Agreement" after 120-days of execution.

4. COMPENSATION.  The Company agrees to compensate Consultant with a monthly fee
of  $10,000.00  (ten  thousand)  dollars  due on the 15th of each month with the
first payment due upon signing.

In addition,  300,000  (three  hundred  thousand)  shares of free trading common
stock (FCZI),  will be  distributed  to the  Consultant  upon  execution of this
Agreement.

5. FINDERS  FEES: In the course of  Consultant's  duties,  relationships  may be
established  that bring funds into the Company that are referred by  Consultant.
Company  hereby  agrees to pay  Consultant  a Finders Fee in  consideration  for
referrals hereunder as follows: Cash fee of 7% of the total amount raised and 5%
warrant  coverage  calculated  as  follows:  gross  proceeds to the Company * 5%
divided by the closing price of the Company's  common stock on the Closing Date.
The warrants  shall have a four-year life and shall have an exercise price equal
to 110% of the closing price at the Closing Date. The Company shall enter into a
registration  rights  agreement  with the Finder at the  Closing  Date  granting
piggyback  registration  rights  with  respect  to the  shares of  Common  Stock
issuable upon exercise of the warrants.  Such cash fees shall be due and payable
on each


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Closing Date by wire  transfer in  immediately  available  funds to the accounts
designated by the Finder.

6.  CONFIDENTIALITY:  Consultant will not disclose to any other person,  firm or
corporation,  nor use for its own  benefit,  during  or  after  the Term of this
consulting  Agreement,  any trade  secrets or other  information  designated  as
confidential  by  Company  which is  acquired  by  Consultant  in the  course of
performing  services  hereunder.  Any  financial  advice  rendered by Consultant
pursuant to this Consulting Agreement may not be disclosed in any manner without
the prior written approval of Company.

Company,  its agents or assigns  hereby agree  expressly  that they  directly or
indirectly,  for itself, or through its  representatives,  agents,  employees or
affiliates will not pursue a transaction with any introduced party  acknowledged
by the  Company or an Agent of  Consultant,  financing  or  collateral  sources,
restructures,  registered or non-  registered  stock  transactions,  or security
structures,  independent of Consultant,  unless Company has a written commitment
prior to the introduction.

7. INDEMNIFICATION: Company, its agents or assigns hereby agree to indemnify and
hold  Consultant  harmless  from  and  against  all  losses,  claims,   damages,
liabilities,   costs  or  expenses   (including   reasonable   attorney's  fees,
collectively the "Liabilities"), joint and several, arising from the performance
of this  Consulting  Agreement,  whether  or not  Consultant  is  party  to such
dispute. This indemnity shall not apply, however, and Consultant shall indemnify
and hold company, its affiliates, its control persons,  officers,  employees and
agents  harmless  from and against all  liabilities,  where a court of competent
jurisdiction  has made a final  determination  that Consultant  engaged in gross
recklessness  and  willful   misconduct  in  the  performance  of  its  services
hereunder,  which  have  rise to the loss,  claim,  damage,  liability,  cost or
expense   sought  to  be  recovered   hereunder  (but  pending  any  such  final
determinations,   the  indemnification  and  reimbursement   provision  of  this
Consulting  Agreement  shall apply and  Company  shall  perform  its  obligation
hereunder to reimburse Consultant for its expenses).

8.  INDEPENDENT  CONTRACTOR:  Consultant  and Company hereby  acknowledges  that
Consultant is an independent  contractor.  Consultant shall not hold itself out,
as, nor shall it take any action  from which  others  might  infer that it is an
agent of or a joint venture of Company.

9. PARTIAL  INVALIDITY:  If any part of this agreement  shall be determined by a
court or mediator to be invalid,  the remainder  hereof shall be construed as if
the invalid portion has been omitted.

10. WAIVER: No waiver of any of the provisions of this agreement shall be deemed
or shall constitute a waiver of any other provision, whether or not similar, nor
shall any waiver  constitute  a  continuing  waiver.  No waiver shall be binding
unless executed in writing by the party making the waiver.


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11. LAW GOVERNING  AGREEMENT:  This agreement shall be governed by and construed
in accordance with the laws of the California, county of San Diego.

12. MISCELLANEOUS: This Consulting Agreement sets forth the entire understanding
of the Parties  relating to the subject matter hereof and supercedes and cancels
any prior  communications,  understandings  and agreements  between the Parties.
This Consulting  Agreement is  non-exclusive  and cannot be modified or changed,
nor can any of its provisions be waived,  except by written  agreement signed by
all  Parties.  In the event of any  dispute  as to the Terms of this  Consulting
Agreement,  the  prevailing  Party  in  any  litigation  shall  be  entitled  to
reasonable attorney's fees.

13.  NOTICES:  Any notice  required  or  permitted  hereunder  shall be given in
writing  (unless  otherwise  specified  herein) and shall be deemed  effectively
given upon personal  delivery or seven business days after deposit in the United
States  Postal  Service,  by (a)  advance  copy by fax,  (b)  mailing by express
courier or registered or certified mail with postage and fees prepaid, addressed
to each of the other Parties thereunto entitled at the following  addresses,  or
at such other  addresses as a Party may designate by ten days advance written to
each of the other Parties hereto:

Company:          Future Carz, Inc.
                  8930 East Raintree, Suite 300
                  Scottsdale, AZ 85260
                  Attn: Ed Heisler

Consultant:       Gemini Capital, LLC.
                  8910 University Center Lane, Suite 500
                  San Diego, Ca 92122
                  Attn: Scott Bailey/ John Laurienti

13. ENTIRE  AGREEMENT:  This agreement  supersedes any and all other agreements,
either written or oral,  between the parties hereto with respect to the services
of the  Consultant to the Company as it relates to sales and marketing and in no
way  supersede  any other  agreements  that  consultant  may have  with  company
pertaining  to other  matters.  All  parties  to this  agreement  must  sign any
modifications to this agreement.

With my hand below I affirm that I am the legally authorized  signatory for this
transaction,  empowered to bind myself and/or my company to legal  agreements by
this  signature.  In so doing I attest  that I fully  understand  the  foregoing
statement(s)  contained in this  agreement  and accept the  percentages  without
reservation or modification.



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Accepted and agreed to as of this ____ day of ____________, 2001

Future Carz, Inc.                                    Gemini Capital, LLC.



------------------------                             ---------------------------
Edward C. Heisler                                    Scott Bailey/John Laurienti
President & C.O.O.                                   Managing Partners

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