CONSULTING AGREEMENT
                              --------------------

         THIS CONSULTING AGREEMENT  ("AGREEMENT") is made and entered into as of
         October 1, 1999 between  VentureTech,  Inc.  ["VentureTech'],  an Idaho
         corporation  with its  principal  offices  located  at 1055  West  14th
         Street,  Suite  #400,  North  Vancouver,  BC,  Canada  V7P  3P2 and Art
         Rosenberg.[Consultant"],  of 1305 Browns Mill Court, Herndon,  Virginia
         20170 acting individually.

                  The parties recite that:

(i)  VentureTech  is a high  technology  investment  and  finance  company  that
licenses  or  otherwise  acquires  leading  edge  technologies  for  emerging or
developing business opportunities.

(ii)  VentureTech  desires  to secure the  services  of the  Consultant  and the
Consultant  desires to perform  such  services for  VentureTech  on the terms an
conditions as hereinafter set forth.

                                   ARTICLE 1
                            RETENTION AS CONSULTANT
                            -----------------------

         VentureTech  hereby agrees to retain the  Consultant  for services with
         VentureTech,  subject to the terms,  conditions  and provisions of this
         Agreement.  The  Consultant  hereby  accepts  such  offer and agrees to
         render such services as provided herein, all of which services shall be
         performed  conscientiously  and to the full extent of the  Consultant's
         ability.   The  Consultant   shall  be  deemed  to  be  an  independent
         contractor.   The  Consultant   understands   and  agrees  that  as  an
         independent   contractor  he  does  not  have  any  authority  to  sign
         contracts,  notes,  obligations,  to make any material  purchases or to
         acquire or  dispose of any  property  on behalf of  VentureTech  unless
         otherwise  directed in writing by the President,  Director or the Chief
         Financial Officer.

                                   ARTICLE 1I
                                 TERM PROVISIONS
                                 ---------------

         2.1 Term Period: The consulting term shall begin on October 1, 1999 and
         shall terminate on the date on which the first of the following  events
         occur:

         (i) The death or disability of the Consultant;

         (ii) The  termination  of the  Consultant's  services,  as  provided in
         Article VII of this agreement;

         (iii) The  liquidation  of  VentureTech  or other such  action  whereby
         VentureTech ceases to conduct business as an viable on-going concern or

         (iv) October 1, 2000

         For the period  10/1/99  to  10/31/99,  the  Consultant  shall  provide
         sufficient  hours  [generally  equivalent to the monthly hours provided
         during  prior   employment]  to  accommodate   the  various  tasks  and
         assignments  reasonably  assigned to Consultant.  After  10/31/99,  the
         Consultant shall provide such hours as required and as the parties deem
         mutually acceptable.  There is no amount of hours guaranteed under this
         Agreement.

         The provisions of this Agreement  shall remain in full force and effect
         during  the  term of this  Agreement,  except  that the  provisions  of
         Article IV shall continue to be enforceable as specified  therein after
         the termination of the Consultant's employment hereunder.



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                                   ARTICLE III
                                SERVICES RENDERED
                                -----------------

         3.1 Services Rendered. VentureTech hereby agrees to retain the services
         of the  Consultant,  and the  Consultant  hereby  agrees to accept such
         offer to use  consulting  services  by  VentureTech  on the  terms  and
         conditions set forth herein.

         The  Consultant  shall  serve as an  advisor on all  corporate  matters
         related to the  operation  and  financial  stability  of the  company's
         businesses and any other duties reasonably  assigned to Consultant from
         time to time by the Chief Financial Officer,  President or Directors of
         VentureTech.  A more  definitive  list of tasks  assigned to Consultant
         shall  include,  but not be  limited  to those  assignments  listed  in
         Attachment A.

                  Consultant  shall provide its own work environment in which to
         perform   these   services.    VentureTech    shall   provide   certain
         computer-related equipment in support of Consultant's activities.

                                   ARTICLE IV
                             EXCLUSIVITY PROVISIONS
                             ----------------------

         4.1 Exclusivity. The Consultant hereby represents and warrants that the
         execution  and  performance  of this  Agreement  will not result in, or
         constitute a default, breach, violation, or an event which, with notice
         or lapse of time or both, would be a default breach or violation of any
         standing  agreement  or  commitment,  written  or  oral,  expressed  or
         implied,  to  which  the  Consultant  is a  party  or  over  which  the
         Consultant is bound.

                                    ARTICLE V
                       COMPENSATION FOR SERVICES RENDERED
                       ----------------------------------

         As full consideration for all services to be provided by the Consultant
         pursuant hereto, and for all rights herein granted by the Consultant to
         VentureTech,  and provided that the  Consultant  has kept and performed
         all  of  his  obligations  hereunder,  VentureTech  shall  provide  the
         following compensation for the services hereunder:

         5.1  Compensation.   For  the  period  10/1/99  through  10/31/99,  the
         Consultant  shall  receive cash  compensation  of six  thousand,  seven
         hundred and seven dollars ($ 6,707.00 US), payable in two installments,
         which is equivalent to the monthly  compensation and reimbursement made
         to  Consultant  during his prior  employment  with the  company.  After
         10/31/99,  the Consultant  shall be paid fifty dollars  ($50.00 US) per
         hour  for  all  consulting  work  performed  during  the  term  of this
         Agreement.  Such resulting  amounts will be paid to the Consultant on a
         semi-monthly basis, but will be paid only upon submission of an invoice
         or other  approved  document.  No other  personal  benefits,  health or
         otherwise,  shall  be paid  to  Consultant  in  addition  to the  above
         compensation.

         5.2  Taxes.   The  Consultant  is  solely   responsible   for  all  tax
         considerations   arising  out  of  the  compensation  paid  under  this
         Agreement.

                                   ARTICLE VI
                               OTHER REIMBURSEMENT
                               -------------------

         6.1  Reimbursement  of Other Expenses.  VentureTech  agrees to promptly
reimburse  or pay the  Consultant  or pay directly  for the  following  types of
expenses,  to the extent  reasonably  incurred by the  Consultant  in performing
services for VentureTech pursuant to the terms of this Agreement:

         1  Telephone  and  periodic   administrative   expenses   necessary  to
         Consultant's performance of this Agreement,

         2 Actual expenses  incurred in travel  necessary to performance of this
         Agreement,  including  "out of the  ordinary"  automobile  expenses  in
         accordance  with the  IRS'  current  standard  for  automobile  expense
         reimbursement;

         3  Cost  of  supplies   and   materials   required   specifically   for
         VentureTech's  benefit,  such as copies  of  related  documents,  media
         periodicals and miscellaneous office supplies necessary to Consultant's
         performance of this Agreement; and




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         4 Such  other  expenses  as to which  VentureTech  may  give its  prior
         written  consent.  Before  VentureTech  is  obligated  to pay for  such
         expenses,  a  receipt  or other  documentation  that is  acceptable  to
         VentureTech's  financial  department  must be  presented  along with an
         itemized expense listing.

                                   ARTICLE VII
                       TERMINATION OF CONSULTING SERVICES
                       ----------------------------------

         7.1 Termination of Services.  The consulting contract may be terminated
         if the  Consultant  fails to  diligently  and  faithfully  perform  the
         services  enumerated in Article III of this  agreement.  The consulting
         contract may be terminated if  VentureTech  no longer has a requirement
         for  consulting  work  of the  type  provided  by the  Consultant.  The
         consulting  contract may also be terminated if the Consultant  fails to
         perform  the  services  in a timely and  expeditious  manner,  or if in
         VentureTech's  determination,  the  quality  of  work  or  the  results
         therefrom is not at an adequate  level to warrant the  continued of use
         of the Consultant's services. In the event of termination for cause, no
         prior notice is required.  Notwithstanding the foregoing,  either party
         may terminate  this  Agreement by giving seven (7) day's written notice
         to the other party.

                                  ARTICLE VIII
                               REMEDIES FOR BREACH
                               -------------------

         8.1  Specific  Performance/Remedy.  The parties  hereto  agree that the
         services to be rendered by the Consultant  pursuant to this  Agreement,
         and the rights and privileges  granted to VentureTech by the Consultant
         pursuant to this Agreement are of a special, unique,  extraordinary and
         intellectual  character,  which gives them peculiar value,  the loss of
         which cannot be reasonably or adequately  compensated in damages in any
         action at law, and that a breach by the  Consultant of any of the terms
         of this Agreement will cause VentureTech  grave and irreparable  injury
         and damage.  The Consultant  hereby  expressly  agrees that VentureTech
         shall be entitled to the remedies of injunction,  specific  performance
         and other equitable relief to prevent a breach of this Agreement by the
         Consultant. This provision shall not, however, be construed as a waiver
         of any of the  rights  which  VentureTech  may  have  for  damages,  or
         otherwise.

         8.2  Waiver of Breach.  The  failure  of either  party to  require  the
         performance of any term or condition of the agreement, or the waiver by
         either  party of any  breach  of the  agreement  shall  not  prevent  a
         subsequent  enforcement  of any such term or of any  other  term nor be
         deemed to be a waiver of any subsequent breach.

         If VentureTech breaches any provision of this agreement, the Consultant
         shall not be deemed to waive any rights  attributable  to such a breach
         unless the Consultant executes a written waiver.

         If the Consultant breaches any provision of this agreement, VentureTech
         shall not be deemed to waive  any of its  rights  attributable  to such
         breach unless it executes a written waiver.

                                   ARTICLE IX
                                 CONFIDENTIALITY
                                 ---------------

         9.1 Confidential Information. The Consultant agrees that for and during
         the entire term of his engagement  and for as long as such  information
         remains  confidential,  proprietary  or trade secret  information,  the
         Consultant  will  not at any time in any form or  manner,  directly  or
         indirectly,  divulge,  disclose or communicate  to any person,  firm or
         corporation any confidential,  proprietary or trade secret information.
         Furthermore,  the Consultant agrees to take adequate precautions and to
         follow  VentureTech policy in regard to protection of all trade secrets
         and  proprietary  information,  including,  but not limited to,  proper
         secure  storage  of  such  information,   and  obtaining  nondisclosure
         agreements  or  the  equivalent  before  releasing  or  divulging  such
         information.

         Confidential,  proprietary or trade secret  information  shall include,
         but not be limited to, the  following  types of  material  information,
         both existing and  contemplated,  regarding  VentureTech  or any of its
         affiliates: the business plan, customer lists, contact lists, corporate
         information,   including  contractual  licensing  arrangements,  plans,
         strategies,  tactics,  policies,  resolutions,  patents, trade mark and
         trade name applications, and any litigation or negotiations;  marketing
         information,  including  sales or product plans,  strategies,  tactics,
         methods,  customers,  prospects,  or market  research  data;  financial
         information,  including cost and performance  data,  debt  arrangement,



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         equity structure,  investors, and holdings;  operational and scientific
         information,  including trade secrets; technical information, including
         technical  drawings and designs;  and personal  information,  including
         personnel  or member  lists,  resumes,  personal  data,  organizational
         structure and performance evaluations.

         The  Consultant  agrees that all files,  letters,  memoranda,  reports,
         records, data, sketches,  drawings, program listings, or other written,
         photographic,   or  other  tangible  material  containing   proprietary
         information,   whether   created  by  the  VentureTech  is  custody  or
         possession,  shall be and are the exclusive  property of VentureTech to
         be used by the  Consultant  only in the  performance  of his duties for
         VentureTech.

         The  Consultant  agrees  that his  obligation  not to  disclose  or use
         information,  know-how  and  records  of the  types  set  forth  in the
         paragraphs above, also extends to such types of information,  know-how,
         records and tangible  property of customers of VentureTech or suppliers
         to  VentureTech  or  other  third  parties  who may have  disclosed  or
         entrusted the same to VentureTech or to the Consultant in the course of
         VentureTech's business.

                                    ARTICLE X
                                 NON-COMPETITION
                                 ---------------

This clause shall not apply to this Agreement.

                                   ARTICLE XI
                                 PROPERTY RIGHTS
                                 ---------------

         11.1 Disclosure. The Consultant will make full and prompt disclosure to
         VentureTech  of all  methods,  works  of  authorship,  business  plans,
         studies and reports,  whether  copyrightable or not, which are created,
         made,  conceived or reduced to practice by the  Consultant or under his
         direction  or jointly  with  others  while he is  rendering  consulting
         services to VentureTech,  whether or not during normal working hours or
         on the premises of VentureTech (all of which are collectively  referred
         to in this Agreement as developments.

         11.2  Intellectual  Property.  The Consultant agrees to assign and does
         hereby  assign to  VentureTech  (or any person or entity  designated by
         VentureTech)  all  his  right,   title  and  interest  in  and  to  all
         developments  that  are  created  individually  or are of a  collective
         nature  using  other  employees  or  consultants,  and  are  funded  by
         VentureTech as part of the consulting  services thereby  rendered,  and
         all related patents, copyrights and copyright applications.

         11.3  Cooperation.  The  Consultant  agrees  to  cooperate  fully  with
         VentureTech, both during and after his rendering of consulting services
         to  VentureTech,  with  respect  to the  procurement,  maintenance  and
         enforcement  of copyrights  and patents (both United States and foreign
         countries)  relating to  developments.  The  Consultant  shall sign all
         papers,   including,   without   limitation,   patent   and   copyright
         applications,  declarations,  oaths, formal assignments,  assignment of
         priority  rights,  and powers of attorney,  which  VentureTech may deem
         necessary or desirable in order to protect its rights and  interests in
         any development.

         11.4 Return of Property. Upon termination of this agreement, regardless
         of how termination may be effected,  the Consultant  shall  immediately
         turn over to VentureTech all of VentureTech's  property,  including all
         items used by Consultant in rendering  services hereunder or otherwise,
         that may be in the Consultant's possession or under his control.

         11.5 Other Agreements.  The Consultant hereby represents that he is not
         bound by the terms of any agreement with any previous employer or other
         party  to  refrain  from  using  or  disclosing  any  trade  secret  or
         confidential or proprietary information in the course of his engagement
         with VentureTech or to refrain from competing directly,  or indirectly,
         with the business of such  previous  employer or any other  party.  The
         Consultant  further represents that his performance of all the terms of
         this agreement and as an Consultant of  VentureTech  does not, and will
         not,   breach  any   agreement  to  keep  in   confidence   proprietary
         information,  knowledge  or data  acquired by him in  confidence  or in
         trust prior to his employment with VentureTech.


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                               GENERAL PROVISIONS
                               ------------------

                                   ARTICLE XII
                                  GOVERNING LAW
                                  -------------

         12.1 Domicile.  This agreement is made and entered into in the province
         of British  Columbia,  and the laws of B.C.,  Canada  shall  govern its
         validity and  interpretation  and the performance by the parties hereto
         of their respective duties and obligations  hereunder without regard to
         the principles of conflict of laws.

                                  ARTICLE XIII
                                   AMENDMENTS
                                   ----------

         13.1 Assignment.  This Agreement may be assigned to a new entity at the
         sole  discretion of  VentureTech if such an entity agrees to assume all
         rights and obligations enumerated in this Agreement.

         13.2  Severability.  In case any provision of this  agreement  shall be
         invalid, illegal or otherwise unenforceable, the validity, legality and
         enforceability of the remaining  provisions shall in no way be affected
         or impaired thereby.

         13.3  Successors and Assigns.  This agreement shall be binding upon and
         inure to the benefit of both  parties and their  respective  successors
         and  assigns,  including  any  corporation  with which,  or into which,
         VentureTech  may be  merged  or which  may  succeed  to its  assets  or
         business, provided, however, that the obligations of the Consultant are
         personal and shall not be assigned by him.

         13.4 Notices. All notices required, or permitted,  under this agreement
         shall  be in  writing  and  shall be  deemed  effective  upon  personal
         delivery or after 5 days upon deposit in the United  States or Canadian
         Post  Office,  by  registered  or  certified  mail,   postage  prepaid,
         addressed  to the other party at the address  shown  above,  or at such
         other address or addresses as either party shall designate to the other
         in accordance with this section.

                                   ARTICLE XIV
                                ENTIRE AGREEMENT
                                ----------------

         14.1 Entire  Agreement.  This  Agreement  supersedes  and nullifies all
         prior  agreements  between the parties  concerning  the subject  matter
         hereof and this agreement  constitutes the entire agreement between the
         parties with respect  thereto.  This  Agreement may be modified only by
         written  instrument,  duly  executed by each of the  parties,  or their
         respective   agents.   No  person  has  any   authority   to  make  any
         representation or promise on behalf of any of the parties not set forth
         herein and this  agreement  has not been  executed in reliance upon any
         representation  or promise except those contained  herein. No waiver by
         any  party or any  breach  of this  agreement  shall be  deemed to be a
         waiver of any preceding or succeeding breach.

                                   ARTICLE XV
                                   ARBITRATION
                                   -----------

         15.1  Arbitration.  Any controversy or claim arising out of or relating
         to this agreement or breach thereof, shall be settled by arbitration in
         accordance with the voluntary labor  arbitration  rules of the American
         Arbitration  Association  and judgment  upon the award  rendered by the
         arbitrator may be entered in any court having jurisdiction  thereof. In
         reaching his or her decision, the arbitrator shall have no authority to
         change or modify  any  provision  of this  agreement.  Any  arbitration
         proceedings shall be conducted in Vancouver, B.C.

         IN WITNESS  WHEREOF the parties  hereto have executed this agreement as
         of the day and year set forth above.

For: Consultant                           For: VentureTech, Inc.

------------------------------            --------------------------------
Art Rosenberg                             William Baker, CFO
Date:                                     Date:



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