**Exhibit 10.2**

**Consulting Agreement**

AGREEMENT made as of this 30thday of April, 2001, between Tekgraf, Inc. (TKGF) with offices located at 980Corporate Woods Parkway, Vernon Hills, IL 60061  and Piedmont Consulting,Inc., a Georgia corporation with offices at 3131 Piedmont Road, Suite #205,Atlanta, Georgia 30305, (the “Consultant”).

WHEREAS, TKGF is a publicly heldcorporation, and

WHEREAS, TKGF desires to retainConsultant to provide public and investor relations Services for TKGF.

NOW, THEREFORE, in consideration of thepremises and the mutual covenants hereinafter set forth, Consultant and TKGFhereby agrees as follows:
|   | 1.     | **TERM**:  This Agreement shall commence on the date  hereof and shall extend thereafter for a period of 60 days.  Thereafter, the parties hereto may renew  this Agreement by mutual consent.                                                                                                                                                                                                                                                                                           |
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|   | 2.     | **CONSULTING SERVICES**:  During the Term of the contract,  Consultant shall provide public and investor relations Services  (collectively, the “Services”) to TKGF, which Services shall be geared to result  in improved stock trading volume, higher stock price multiples, a broader  following by analysts and institutions and new investment recommendations and  providing directly, or managing the delivery of, a wide range of Services,  including, but not limited to: |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | a. | Proactive  marketing of TKGF’s common stock directly to influential security analysts,  stock brokers and portfolio managers and investors selected from Consultant’s  proprietary database of investment leaders across the country and abroad. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | b. | Arranging  meetings between TKGF’s management and current and/or potential investors,  either in small groups or on a one-to-one basis, to establish ongoing  relationships; and periodically supplementing these meetings with  presentations at investment industry sponsored forums, through quarterly  conference calls, and by quarterly mailings of our corporate profile. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | c. | Assisting  the companies in gaining media coverage both locally where the companies have  operations nationally.  Consultant  will also target certain internet advisory Services as well as monitor  various other internet activities. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | d. | Establishing  a VIP list of analysts, brokers, portfolio managers, and investors that  receive facsimiles and email addresses of news releases, facsimile  notification of conference calls and mailings of TKGF’s 10K and 10Qs plus  annual and any corporate updates. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | e. | Establishing  a broader news distribution list for direct facsimile and email addresses of  TKGF. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | f. | Assisting  and/or advising in the authoring of press releases, including monitoring wire  service coverage of TKGF for accuracy and pickup. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | g. | Preparing  presentations relating to TKGF for meetings with analysis, stock brokers,  portfolio managers, and any large investors, as well as any sponsored forums. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | h. | Assisting  in preparing Information kits about TKGF in response to press and/or investor  inquiries. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | i. | Advising  with TKGF’s management concerning marketing ideas, investor profile Information,  methods of expanding TKGF’s investor support and increasing investor  awareness of TKGF and their products and/or Services. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | j. | Creating  literature (including layout, printing and distribution to Consultant’s list  of investors and stock brokers) describing TKGF’s business, products,  marketing plans and financial potential. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | k. | Providing  such other Services and assistance as Consultant and TKGF shall deem  necessary or appropriate to enhance TKGF’s business. |
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|   | 3.     | **APPROVAL OF INFORMATION**:  All Information disseminated by Consultant  regarding TKGF shall be derived from Information provided by TKGF to  Consultant (the “Information”).   Consultant will obtain TKGF’s prior approval to distribution or  dissemination of all Information.                                                                                                                                                                                      |
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|   | 4.     | **COMPENSATION**:  Subject to Consultant’s compliance with  the terms and conditions herein set forth, and in full consideration of the  Services provided by Consultant hereunder, TKGF shall pay to Consultant, as  its consulting fee (the “Fee”), and Consultant shall accept as full payment  thereof, a fee consisting of:                                                                                                                                               |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | a. | TKGF  agrees to pay Piedmont Consulting, Inc. a $6,000 consulting fee to cover  various administrative and support expenses. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | b. | TKGF  agrees to issue Piedmont Consulting 60,000 common shares of TKGF stock  resalable pursuant to Rule 144, upon the following conditions.  Within the term of the Agreement, 30,000  shares will be issued upon the stock trading at $1.00 or higher for 10  trading days and the remaining 30,000 will be issued upon the stock trading  at $1.50 or higher for 10 trading days.   If the stock does not trade above $1.00 as described above (or  maintain NASD listing) Piedmont would not receive these shares unless term of  Agreement extended by TKGF.  If  issued, TKGF will grant standard piggy-back registration rights. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | c. | TKGF  agrees to pay Piedmont Consulting, Inc., a “finder fee” equal to 2% of any  successful financing or successful acquisition directly referred by Piedmont  Consulting, Inc. |
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|   | 5.     | **PERSONNEL**:  Consultant is, and shall be, an  independent contractor, and no Personnel utilized by Consultant in providing  Services hereunder (the “Personnel”) shall be deemed to be an employee or  agent of TKGF.                                                                                                                                                                                                                                                            |
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Moreover, neither Consultant nor any suchPersonnel shall be empowered hereunder to act on behalf of TKGF.  Consultant shall have sole and exclusiveresponsibility and liability for, and to, such Personnel, and Consultant aloneshall be responsible to make, and shall make, all necessary or appropriateemployee contributions, withholdings, and payments for all taxes, insurancepremiums, and social security contributions to be collected, withheld, filed,and paid with respect to all such Personnel; whether pursuant to any socialsecurity, unemployment insurance, worker’s compensation law or other federal,state, or local law now in force and effect, or hereinafter enacted.
|   | 6.     | **NON-ASSIGNABILITY**:  The rights, obligations and benefits  established by this Agreement shall not be assignable by either party  hereto.  This Agreement shall,  however, be binding upon and shall inure to the benefits of the parties and  their successors.                                                                                                                                                                                                                                                                                                                                                                             |
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|   | 7.     | **CONFIDENTIALITY**:  Neither Consultant nor any of the  Personnel, its Consultants, other employees, or officers or directors shall  disclose any knowledge or Information it has, or they have obtained in the  course of performing the Services provided for herein, which knowledge or  Information concerns the confidential affairs of TKGF with respect to TKGF’s  business or finances.                                                                                                                                                                                                                                                |
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|   | 8.     | **COMPLIANCE  AND  GOVERNING LAW**:  Consultant, together with its agents,  employees and associates, shall take all necessary, appropriate and  reasonable steps to provide the Services in accordance with both the  securities laws of the United States and the several States, and pursuant to  the rules and regulations promulgated thereunder, as well as in accordance  with the rules and regulations of the National Association of Securities  Dealers.  The terms and provisions of  this Agreement will be enforced in accordance with the laws of the State of  Georgia, without regard to its conflicts of law principles. |
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|   | 9.     | **NOTICE**:  Notice hereunder shall be in writing and  shall be deemed to have been given (a) at a time when deposited for mailing  in a receptacle under the control of the United States Postal Service, by  registered or certified mail, prepaid, return receipt requested, or (b) on  the business day following deposit with a reputable overnight courier for  overnight delivery; each addressed to the respective party at the address as  such party may fix by notice given pursuant to this paragraph.                                                                                                                                   |
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|   | 10.    | **NO OTHER AGREEMENTS**:  This Agreement supersedes all prior  understandings, written or orally given and constitutes the entire Agreement  between the parties hereto with respect to the subject matter hereof.  No waiver, modification or termination of  this Agreement shall be valid unless in writing signed by each of the parties  hereto.                                                                                                                                                                                                                                                                                           |

IN WITNESS THEREOF, the parties havehereunto set their hands and seals the day and year first above written.
|      | **PIEDMONT CONSULTING, INC**. |   |      | **TEKGRAF, INC**. |
|-----------|-------------------------------|--------|-----------|-------------------|
| By:  |                          |   | By:  |              |
|      |                               |   |      |                   |
|      | Keith  Fetter, President      |   |      | Tom  Mason, CFO   |

** **