CONSULTING AGREEMENT


This Agreement is made and entered into this _____ day of March,  1999,  between
CybeRecord, Inc. (Nevada) (the "Company") and Northwest Capital Partners, L.L.C.
(the  "Consultant"),  and sets  forth the terms and  conditions  upon  which the
Consultant  will act as financial  advisor to the Company in connection with the
completion  of the  financing  described  in Exhibit  "A"  attached  hereto (the
"Financing").

In consideration for the mutual promises and covenants contained herein, and for
other good and valuable consideration,  receipt of which is hereby acknowledged,
the parties hereto agree as follows:

1. PURPOSE.  The Company hereby engages the Consultant during the term hereof to
arrange financing, as a finder, for the Company upon terms and conditions as set
forth herein and in accordance  with the  requirements  set forth in Exhibit "A"
(the  "Financing").  Consultant  shall  also  have a right of first  refusal  to
consult with the Company  regarding  appropriate  financings  subsequent  to the
Financings  set forth in Exhibit "A" for a period of three years  following  the
term of this Agreement.

2. TERM. The term of this Agreement shall be for a period of 36 months, provided
that the  first  Interim  Financing  shall be  completed  within  30 days of the
Company's approval and, following the quotation of the Company's common stock on
the NASD OTC Bulletin  Board.  The second Interim  Financing  shall be completed
within  180 days of the  Company's  approval,  following  the  quotation  of the
Company's  common stock on the NASD OTC Bulletin  Board.  This  offering will be
pursuant to Rule 504 or other applicable Rule adopted pursuant to the Securities
Act of 1933, as amended (the "Act").  A third round of  financing,  if required,
shall be negotiated  and completed  after the 180 day period  following the date
the Company's common stock is quoted on the NASD OTC Bull tin Board.

3. DUTIES OF THE CONSULTANT.  During the term hereof,  Consultant  shall provide
the Company  with the benefit of its best  judgment  and efforts to complete the
Financing on a reasonable business basis in accordance with the requirements set
forth in Exhibit "A." It shall be Consultant's duty to suggest and evaluate from
the  standpoint  of  financial  soundness,  the  Company's  business  plans  and
programs,  corporate financial structures,  and corporate organization,  and any
other financial matters involving the Company.  In connection with the financing
contemplated by this Agreement,  Consultant  agrees that it will advise and work
with the Company to complete the Financing  successfully in accordance with Rule
504 or other  applicable  Rule under the Act and the related and applicable Blue
Sky laws of the states in which the  financing is  completed.  Consultant  shall
advise the Company of each proposed broker or other financing or referral source
identified  by  Consultant  prior  to  authorizing  any   participation  in  the
Financing.  Consultant shall use its best efforts,  after receiving  information
from Company sufficient to comply with the informational  requirements of Rule 1

<PAGE>

5c2-l 1 under the Securities  Exchange Act of 1934 (the "1934 Act"),  to arrange
for the  shares  of  common  stock of the  Company  to be quoted on the NASD OTC
Bulletin Board either by direct  application and approval through the NASD or by
reverse merger. The Company and the Consultant shall review the potential filing
of a Form 10 (1934 Act form) with the U.S.  Securities  and Exchange  Commission
following  the  Second  Stage  Financing.  Company  agrees  that it will  accept
Financing  amounts at each  closing  contemplated  by  Exhibit  "A" which are in
excess  of the  amounts  in  Exhibit  "A" if  Consultant  is able to raise  such
additional  amounts  in  accordance  with  the  appropriate  disclosure  and the
securities  registration  exemption  provisions of the Act and the relevant Blue
Sky laws. Consultant's duties shall also include, but not be limited to:

   3.1 Assist the  Company's  management in the  development  and execution of a
strategic short-term, intermediate term and long-term financial plan;

   3.2 Assist the Company in the negotiation of the terms of the Financings;

   3.3 Assist the management of the Company in connection with inquiries made by
or on behalf 0 any proposed brokers and investors;

   3.4 Assist the management of the Company in the  preparation of  presentation
materials for the purpose of pursuing the Financing;

   3.5 Using its best efforts,  on terms  acceptable to the Company,  to arrange
the Financings as described in Exhibit "A" attached hereto.

   3.6 If the Company and the Consultant  determine that a direct application to
the  NASD is not n the best  interest  of the  Company  and  determine  that the
Company go public by way of a reverse  merger with an existing  publicly  traded
company the Consultant  will be responsible  for the location and acquisition of
such public company including all costs associated with its acquisition.

4. CONSULTANT'S COMPENSATION.

   4.1 The  Company  shall pay  Consultant  a fee of  $500.00  for each month or
partial  month this  Agreement has been in effect,  providing  that such payment
shall be paid,  as accrued,  at the closing of the  Interim  Financing  and then
continuing  through  the closing of the Second and Third  Stage  Financings,  as
described in Exhibit "A," by the Consultant. Upon the closing of any Third Round
of  Financing,  the fee of $500.00 will be increased to $1,000.00 per month will
be extended for an additional 36 months,  for duties to be mutually  agreed upon
by the parties.

   4.2 The Company agrees to issue the  Consultant  500,000 shares at a value of
$0.01 per share if the  Company's  market  capitalization  achieves the value of
$100,000,000.00  or  more.  The  Company  agrees  to  issue  the  Consultant  an
additional  500,000 shares a' a value of $0.01 per share if the Company's market
capitalization  achieves the value of $200,000,000.00 or more. These shares will
be issued by the company as restricted  shares at a value of $0.01 per share and
will be granted  "piggy- back" rights so that the shares will be registered upon
the Company's first registration after the share's issuance.
<PAGE>

   4.3 The Company agrees that it shall  reimburse  Consultant  for  reasonable,
out-of-pocket  expenses  incurred  by  Consultant  in  performing  the  services
provided pursuant to this Agreement,  provided that such  out-of-pocket  expense
reimbursement  shall not exceed $3,000 in any calendar  month or partial  month,
and provided  that any  expenses in excess of $500 ill any calendar  month shall
require advance approval by the Company.  Such reimbursement  shall be paid upon
the within 15 days of the Company's  receipt of the Consultant's  invoice.  Such
reimbursement  may be claimed for any month  commencing with the signing of this
Agreement and monthly thereafter to the date of each closing,  payable within 15
days of receipt.

   4.4 If he Consultant is unsuccessful in introducing  investors to the Company
(either  directly  or  through  a  broker)  who  would  be  willing  to fund the
Financings  contemplated in Exhibit "A" within the time periods set forth,  this
Agreement  may be  terminated  at the  Company's  discretion,  unless  otherwise
extended by mutual  consent.  Such consent will be implied should the Company be
in or continue  negotiation  with investors  which should  reasonably  result in
successful  Financing or should the Company accept funds from one of the sources
introduced  to the  Company by the  Consultant  during  this  period.  Following
termination,  however, Consultant will be entitled to the consideration above as
to  those  stages  of  the  Financing  completed  and in the  event  that  after
termination  a  financing  of any kind or amount is  consummated  with any party
introduced  to the Company by the  Consultant  during a period of twelve  months
after termination of this Agreement.

5.  INDEMNIFICATION.

   5.1 The Company agrees to indemnify the Consultant,  its agents and employees
against  any  and  all   claims,   lawsuits,   and   litigation   arising   from
representations  of the  Company  made t  Consultant  or  prospective  investors
concerning its business plan and financial condition. Such indemnification shall
include reasonable attorney's fees to defend any such actions or claims.

   5.2 The Consultant agrees to indemnify the Company,  its agents and employees
against  any  and  all   claims,   lawsuits,   and   litigation   arising   from
representations of the Consultant made to prospective  investors  concerning the
Company except for those  representations  constituting  information provided by
the Company.  Such indemnification  shall include reasonable  attorney's fees to
defend any such actions or claims.

Promptly  after  receipt  by an  indemnified  party of  notice  of any  claim or
commencement  of any  action in respect of which  indemnity  may be sought,  the
indemnified  party will notify the indemnifying  party in writing of the receipt
or  commencement  thereof  and the  indemnifying  party  shall have the right to
assume the  defense of any such claim or action  (including  the  employment  of
counsel reasonably satisfactory to the indemnified party and the payment of fees
and  expenses of such counsel), after which  the indemnifying party shall not be


<PAGE>

liable to the  indemnified  party for any legal fees incurred by the indemnified
party in  connection  with the defense of such claim or action.  Notwithstanding
the prior sentence,  the  indemnified  party shall have the right to control its
defense if in the  opinion of it counsel,  the  indemnified  party's  defense is
unique or separate to it, as the case may be, as opposed to a defense pertaining
to the indemnifying  party. In such event, the indemnified  party shall have the
right to retain counsel reasonably satisfactory to the indemnifying party at the
indemnifying  party's expense, to represent it in any claim or action in respect
of which  indemnity may be sought and agrees to cooperate with the  indemnifying
party and the  indemnifying  party's counsel on the defense of any such claim of
action, it being understood,  however, that the indemnifying party shall not, in
connection with any such claim or action or separate but  substantially  similar
or  related  claim or action in the same  jurisdiction  arising  out of the same
general  circumstances,  be liable for the reasonable  fees and expenses of more
than one separate firm of attorneys, unless the defense of one indemnified party
is unique or separate from that of another indemnified party subject to the same
claim or action.  No party  shall be liable for any  settlement  of any claim or
action effected without its written consent.

6. REPRESENTATION AND WARRANTIES. Company represents and warrants as follows:

   6.1 The  Company  has been duly  incorporated  and is validly  existing  as a
corporation  in good  standing  under  the laws of the  state of  Nevada  and is
qualified as a foreign corporation where required.

   6.2 The shares of common stock of the Company  which will be delivered to the
investors and  Consultant  will be duly  authorized and validly issued and fully
paid and nonassessable.

7. CONDITIONS PRECEDENT. Consultant's duties to use its best efforts to complete
the Financings contemplated herein shall be subject to:

   7.1 The Company  will not change or modify the  Company's  capital  structure
without the prior  written  consent of  Consultant,  which  consent shall not be
unreasonably withheld.

   7.2 The Company will submit quarterly budgets to Consultant during the period
of the Financing and for one year after successful completion of the Financing.

   7.3 The Company will provide all pertinent information in connection with the
Company's  assets,  including,  but not limited to, all tangible and  intangible
assets, and all copyright and trademark information.

   7.4 The Company shall have received executed employment  agreements from each
of its officers and directors  and other key  individuals  in a form  reasonably
appropriate in accordance with industry standards.
<PAGE>

   7.5  The  Company  will  provide   Consultant   with  all   information   and
verifications  thereof  which  Consultant  or its legal  counsel may  reasonably
request from the Company in a manner and form satisfactory to Consultant and its
legal counsel.

   7.6 Receipt by  Consultant  of suitable  financial  statements of the Company
that  are in  form  and  substance  satisfactory  to  Consultant,  in  its  sole
discretion.  The Company shall provide  financia1  statements  consisting of a
balance sheet and a related statement of income for the period then ended, which
fairly present the financial  condition of each as of their respective dates and
for the periods  involved,  and such statements  shall be prepared in accordance
with generally accepted accounting principles  consistently applied or upon such
other basis as the parties  shall  mutually  agree and for the periods  mutually
agreed upon among the parties.

   7.7 All existing  shares of the Company have or will be issued in  accordance
to  Rule  4(2)  of the  1933  Act  and  consequently,  such  securities  will be
"Restricted Securities" as such term is defined in Rule 144 as promulgated under
the 1933 Act and thus will be subject to certain resale limitations as contained
in Rule 144 and the  certificates  shall bear the following  restrictive  legend
limiting their resale under Rule 144 of the Act.

   "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED  PURSUANT
TO A TRANSACTION EFFECTED IN RELIANCE UPON SECTION 4(2) OF THE SECURITIES ACT OF
1933,  AS AMENDED (THE "ACT"),  AND HAVE NOT BEEN THE SUBJECT OF A  REGISTRATIQN
STATEMENT UNDER THE ACT OR ANY STATE SECURITIES ACT. THESE SECURITIES MAY NOT BE
SOLD OR OTHERWISE  TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR APPIACABLE
EXEMPTION THEREFROM UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES ACT."

8. CONDITIONS SUBSEQUENT.

   8.1 For a period  of three  years  from the date of  closing  of a  Financing
arranged by  Consultant  pursuant to this  Agreement,  the Company  will provide
Consultant, at its expense, following a reasonable request by Consultant for the
purpose of reviewing and/or  protecting the Company's  shareholder's  interests,
with copies of stock transfer sheets from the Company's  Transfer Agent, as well
as weekly DTC  Reports  from the  Depository  Trust  Company to the extent  such
reports  can be made  available  to a  party  that  is not an  affiliate  of the
Company,  and will  provide  Consultant  with all publicly  available  financial
reports and publicly  available reports of material  developments  regarding the
Company and its compliance with laws and regulations applicable thereto.

   8.2 For a period of three years after the date that the  Company's  shares of
common stock  commence  trading on the NASD OTC Bulletin  Board,  the  Company's
executive  officers  and  directors  who own at least five  percent  (5%) of the

<PAGE>

Company's common stock ("Principal  Stockholders") and the Company shall provide
the Company with the right of first refusal with respect to any offering (public
or private) of the  Company's  securities by either the Company or the Principal
Stockholders involving more than 1000 shares of stock.

For a period of three years after the date that the  Company's  shares of common
stock commence trading on the NASD OTC Bulletin Board,  the Company's  executive
officers  and  directors  who own at least five  percent  (5%) of the  Company's
common  stock  ("Principal  Stockholders")  and the  Company  shall  provide the
Consultant  with the second right of first  refusal with respect to any offering
(public or private)  of the  Company's  securities  by either the Company or the
Principal Stockholders involving more than 1000 shares of stock.

For a period of three years after the date that the  Company's  shares of common
stock commence trading on the NASD OTC Bulletin Board,  the Company's  executive
officers  and  directors  who own at least five  percent  (5%) of the  Company's
common stock ("Principal  Stockholders") and the Company shall provide the other
Principal Stockholders of the Company with the third right of first refusal with
respect to any  offering  (public or private)  of the  Company's  securities  by
either the Company or the Principal Stockholders involving more than 1000 shares
of stock.

   8.3 The Company's officers and directors will use their best efforts to cause
each Principal  Shareholder and each other holder of 5% or more of the Company's
common stock to enter into an agreement with Consultant pursuant to the terms of
which each such person  shall agree not to sell any shares  owned by such person
on the NASD OTC  Bulletin  Board,  for a period of twelve  months after the date
that the  Company's  shares of common  stock  commence  trading  on the NASD OTC
Bulletin Board, without  Consultant's prior written consent,  which consent will
not be  unreasonably  withheld.  Provided  that each such  person may sell up to
1,000  shares  every three  months after the first 180 days has passed after the
date that the Company's  shares of common stock commence trading on the NASD OTC
Bulletin Board.

   8.4  Consultant  shall be  entitled  for a period of five years to nominate a
director for the  Company's  board of  directors  which the  Company's  existing
directors  will support.  Such  director  shall be paid the same salary as other
directors (for director's  duties  performed) and shall participate in all bonus
programs granted to the Company's board of directors.

9.  TERMINATION  OF  RELATIONSHIP.  This  Agreement  shall  terminate  upon  the
happening of any one of the following events:

   9.1 Either party may terminate this Agreement upon ten days written notice to
the other that a material  breach by the other of the terms or covenants of this
Agreement  shall have  occurred and such breach shall not have been cured within
ten days after such  notice.  9.2 Either party shall have the right (but not the
obligation)  to terminate  this Agreement upon written notice to the other party
if such terminating  party reasonably  determines that the other party or any of
its directors, officers or controlling shareholders has engaged in any unlawful,
wrongful, or fraudulent act against the Company or its shareholders.
<PAGE>

   9.3 Either party shall have the right (but not the  obligation)  to terminate
this Agreement upon written notice to the other party if such terminating  party
shall determine that any material fact concerning the other party represented to
them during the course of performing their undertakings under this Agreement are
misstated or untrue or that the other party has intentionally  failed to provide
the terminating party with material facts concerning the other party.

   9.4 Either party may terminate  this  Agreement at any time: (i) in the event
of war;  (ii) in the  event of any  material  adverse  change  in the  business,
property or financial condition of the Company (of which terminating party shall
be the sole judge);  (iii) in the event of any action, suit or proceeding at law
or at equity  against the Company or  Consultant,  or by any  Federal,  State or
other  commission  or agency where any  unfavorable  decision  would  materially
adversely  affect the  business,  property,  financial  condition or income of a
party;  (iv) in the  event of  adverse  market  conditions  of which  event  the
terminating party is to be the sole judge. Further, Consultant's commitment will
be subject to receipt by Consultant of all information and verifications thereof
which  Consultant or their counsel may reasonably  request from the Company in a
manner and form satisfactory to Consultant.

In the event of  Termination  by  Consultant,  upon grounds stated herein above,
Consultant  shall be entitled to accrued  fees and  expense  reimbursements  and
shares  otherwise  payable  shall  be  paid as  though  this  Agreement  was not
terminated.


10. MISCELLANEOUS.


   10.1  Authorization.  This Agreement has been duly  authorized,  executed and
delivered by and on behalf of the Company and the Consultant.

   10.2. Notices. Any notice or other communication required or permitted by any
provision of this Agreement shall be in writing and shall be deemed to have been
given or served for all purposes if delivered  personally  or sent by registered
or certified mail, return receipt requested,  postage prepaid,  addressed to the
parties as follows:

To Consultant:                      Northwest Capital Partners, L.L.C.
                                             Mr. Brent Nelson
                                             10900 NE 8th Street, Suite 900
                                             Bellevue, Washington 98004
                                             Tel : 425-455-1969
                                             Fax : 425-990-5979
<PAGE>

To the Shareholders
and to the Company:                          CybeRecord, Inc. Nevada)
                                             Mr. James Lucas
                                             21 El Cerrito Ave.
                                             San Mateo, California 94402
                                             Tel : 650-343 4771
                                             Fax: 650-343-4779

   10.3 Validity;  Complete  Agreement.  The validity and  enforceability of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision hereof.  This Agreement sets forth the entire  understanding and
embodies the entire  agreement of the parties with respect to the subject matter
covered  hereby  and  supersedes  all prior or  contemporaneous  oral or written
agreements,  understandings,  arrangements,  negotiations or commumcations among
the parties hereto.

   10.4  Amendment.  This  Agreement  shall not be modified or amended except by
written agreement of the parties hereto.

   10.5 Governing Law. This Agreement shall be governed by the laws of the state
of Washington giving effect to that state's conflict of laws principle.

In witness  whereof,  the parties  hereto have executed this Agreement as of the
date first above written.

NORTHWEST CAPITAL PARTNERS, L.L.C.



By:
    -----------------------
    Brent Nelson, President

CYBERECORD INC. (NEVADA)



By:
    ---------------------------
    James Lucas, Chairman & CEO

EXHIBIT "A"

CybeRecord, Inc. (Nevada) Financing Requirements

Attached hereto and made a part hereof the Agreement  between  CybeRecord,  Inc.
(Nevada) and Northwest Capital Partners, L.L.C.

Dated March ___ 1999

MINIMUM AMOUNT                             APPROXIMATE DATE

$500,000 Interim Financing                 June 30, 1999
$500,000 Interim Financing (1)             October31, 1999
Third Stage financings as required (2)

(1)   The price per share of common  stock  shall be  determined  by the Company
      following consultation with Consultant.

(1)   The  term  "Interim  Financing"  as used in the  Agreement  shall  include
      segment 1 above.

(2) Within 6 months after the date the  Company's  common stock is quoted on the
NASD OTC Bulletin Board,  provided that the Company has subsequently  filed with
the U.S.  Securities and Exchange Commission a Form 10 pursuant to Section 12(g)
of the 1934 Act.

CYBERECORD. INC. (NEVADA)
APPROVAL OF CAPITAL RESTRUCTURE

The undersigned hereby agree to revise the Capital Structure of CybeRecord, Inc.
(Nevada) as indicated  below.  Furthermore,  the undersigned  agree to allow the
CybeRecord,  Inc.  (Nevada)  Compensation  Committee to grant stock options from
those shares of stock reserved in the Employee Pool to new or existing hires, in
accordance. with the option package structure guidelines to be determined by the
CybeRecord,  Inc.  (Nevada)  Compensation  Committee,  and  at  the  Committee's
discretion.


Shareholder                                                     Shares
-----------                                                     ------
James Lucas                                                  1,500,000
Glenn & Paulette Kimball                                     1,500,000
Marek Niczyporuk                                             1,300,000
James L. & Barbara Quinn                                     1,100,000
Herbert L. & Patricia A. Walker                                500,000
Alva D. & Kirstin Cravens                                      100,000
Total Shares to be issued to CybeRecord, Inc.                6,000,000


Signed this ____ day of March, 1999 by:




Brent Nelson
President, Northwest Capital Partners, L.L.C.

James Lucas
Chairman & CEO CybeRecord, Inc. (Nevada)