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                             CONSULTING AGREEMENT

      This Consulting Agreement dated October 18, 2001 ("Agreement") is by and
between, ENVIRONMENTAL REMEDIATION HOLDING CORPORATION, a Colorado corporation
("Company") and RICHARD A. STANFORD, an individual ("Consultant").

                             W I T N E S S E T H:

      WHEREAS, Consultant desires to provide certain consulting
services to the Company; and

      WHEREAS, the Company and Consultant desire to set forth in
writing the terms and conditions of their agreement;

      NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, and considerations herein contained, the parties hereto agree as
follows:

      1.    ENGAGEMENT.  Subject to the terms and provisions of this
Agreement, the Company hereby affirms the engagement of Consultant, as an
independent contractor, to provide general legal services.

      2.    COMPENSATION.  For certain services performed by Consultant
for the Company, the Company will issue to Consultant 200,000 shares of
common stock of the Company pursuant to a S-8 Registration Statement.

      3.    STATUS REPORTS.  At the Company's written request, Consultant
shall prepare and submit to the Company a written status report describing
the status of any sales of the Company Common Stock sold hereby.

      4.    TERM.  The term of this Agreement shall commence on the date
herein and shall continue in full force and effect for a period of six
months.

      5.    MISCELLANEOUS.

            (a)   ASSIGNMENT. All of the terms, provisions and conditions of
      this Agreement shall be binding upon and shall inure to the benefit of and
      be enforceable by the parties hereto and their respective successors and
      permitted assigns. This Agreement shall not be assigned or transferred by
      either party, nor shall any interest herein be assigned, transferred,
      pledged or hypothecated by either party without the prior written consent
      of the other party.

            (b)   APPLICABLE LAW.  This Agreement shall be construed in
      accordance with and governed by the laws of the State of Texas.

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            (c)   ENTIRE AGREEMENT, AMENDMENTS AND WAIVERS. This Agreement
      constitutes the entire agreement of the parties hereto and expressly
      supersedes all prior and contemporaneous understandings and commitments,
      whether written or oral, with respect to the subject matter hereof. No
      variations, modifications, changes or extensions of this Agreement or any
      other terms hereof shall be binding upon any party hereto unless set forth
      in a document duly executed by such party or an authorized agent or such
      party.

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



                                    ENVIRONMENTAL REMEDIATION HOLDING
                                    CORPORATION

                                    By: /s/ CHUDE MBA
                                        -------------------------------------
                                        Chude Mba, President



                                    RICHARD A. STANFORD



                                    By: /s/ RICHARD A. STANFORD
                                        -------------------------------------
                                        Richard A. Stanford