CONSULTING AGREEMENT


         THIS  CONSULTING  AGREEMENT is made and entered into as of the 12th day
of June,  1997 by and between  PowerTrader  Software,  Inc., a British  Columbia
corporation (the "Company"), and George E. McCord ("Consultant").

                              W I T N E S S E T H:

         WHEREAS,  Consultant possesscertain specialized skills and expertise in
the fields of Finance and Information Technology.

         WHEREAS,  the Company  desires to engage  Consultant to perform certain
consulting  services,  and  Consultant  desires to be engaged by the  Company to
perform such services, all upon the terms and conditions hereinafter set forth;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
and agreements  herein  contained and for other good and valuable  consideration
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
mutually agree as follows:

         1.  Recitals.  The above  recitals  are,  and shall be construed to be,
incorporated into and made an integral part of this Agreement.

         2. Engagement.  The Company hereby engages  Consultant as consultant to
provide advice and counsel and Consultant  hereby accept such  engagement,  upon
the terms and conditions provided for in this Agreement.

         3. Basic Services.  During each calendar year of Consultant's Period of
Engagement (as  hereinafter  defined)  pursuant to the terms of this  Agreement,
Consultant  shall make available the services of George E. McCord to provide the
Company with an  aggregate of up to one hundred  twenty (120) hours per month of
telephonic or other advice and counsel  regarding the Company's  business.  Such
advice and counsel  shall be rendered  only during  normal  business  hours upon
reasonable  notice and  request of the  Company.  In  providing  such advice and
counsel,  Consultant  shall  exercise  such degree of care and  diligence  as is
consistent with the professional  standards prevailing in Canada and all of such
advice and counsel shall be provided as expeditiously as is consistent with said
standards.

         4.  Compensation  for  Services.  As  compensation  for the  advice and
counsel to be provided by Consultant  under this Agreement  during the Period of
Engagement (as  hereinafter  defined),  the Company agrees to pay to Consultant,
and  Consultant  agrees to  accept,  the  aggregate  sum of One  Hundred  Twenty
Thousand  Canadian  Dollars  (CDN  $120,000)  per year (the  "Consulting  Fee").
Commencing on July 1st, 1997, the Consulting Fee shall accrue  semi-monthly at a
rate of Two Thousand Five Hundred  Canadian  Dollars (CDN $2,500),  and shall be
payable on the 15th and last day (each of which is hereinafter  referred to as a
"Payment  Date")  of  each  calendar  month  thereafter  during  the  Period  of
Engagement.

         In  addition,  on the  first  annual  anniversary  of the  date of this
Agreement and on each such anniversary  thereof during the Period of Engagement,


<PAGE>
the  Company  shall cause to be issued to  Consultant  a number of shares of the
common stock of Power Trader,  Inc., a Delaware  corporation having an aggregate
market value (as determined by the Board of Directors of  PowerTrader,  Inc.) of
Sixty Thousand Canadian Dollars (CDN $60,000).

         5. Period of Engagement.  The initial  Period of Engagement  under this
Agreement  shall  commence on the date hereof and expire on July 1st,  1998. The
Period  of  Engagement  shall  be  extended  automatically  from  year  to  year
thereafter  (each an "Extended  Period of  Engagement"),  provided  however that
either party may terminate the Period of Engagement  under this Agreement at the
end of the initial Period of Engagement or any Extended  Period of Engagement by
providing  the other  party with  written  notice of  termination  not less than
thirty  nor more than sixty days  prior to the  expiration  of the then  current
Period of Engagement. Notwithstanding anything to the contrary contained in this
Agreement,  the  applicable  provisions of this  Agreement,  including,  without
limitation,  the  provisions  of  Sections  8, (a) and (b),  shall  survive  the
expiration of the Period of Engagement under this Agreement.

         6. Legal Status of Consultant.  The Company and Consultant  acknowledge
and agree that it is the intention of each of them that the relationship  herein
created is that of independent contractors.  Nothing contained in this Agreement
shall be construed to constitute  Consultant  as a partner or joint  venturer of
the Company,  it being  intended  that  Consultant  shall remain an  independent
contractor  and shall be  responsible  for its  actions  and those of any of its
agents,  employees and servants. The Company shall have the right to control and
direct the results to be accomplished pursuant to this Agreement, but shall have
no right to control and direct the means or methods by which such results are to
be accomplished.  The Company shall have no right to control or direct the place
or  time at  which  the  performance  of  Consultant's  obligations  under  this
Agreement are to be fulfilled.

         7.  Taxes.  Consultant  hereby  agrees  and  acknowledges  that,  as an
independent  contractor,  it is  responsible  for  payment  of any and all taxes
imposed upon it by any governmental entity or agency thereof, including, without
limitation,  income and self-  employment  taxes.  Consultant  hereby  agrees to
indemnify  and hold the  Company  harmless  from and  against  any claim,  loss,
damage,  liability,  cost or expense including,  without limitation,  reasonable
attorneys'  fees,  incurred  by the  Company by reason of  Consultant's  willful
failure to comply with this section.

         8. Competition; Confidentiality; Solicitation of Employees.

                (a)  Competition.  Consultant  acknowledges  and agrees that the
market  in which  the  Company  operates  includes  the  entire  North  American
continent   (the   "Territory")   and  that  the  Company  has  given   valuable
consideration,  the  adequacy  of which is hereby  acknowledged,  to conduct its
business free of competition from  Consultant.  Accordingly,  Consultant  agrees
that it shall not and none of its agents (including George McCord) shall, during
the Period of  Engagement  hereunder,  engage  directly  of  indirectly,  either
personally or as an employee,  partner,  associate  partner,  officer,  manager,
agent, advisor,  consultant, or otherwise, or by means of any corporate or other
entity or device,  in any business which is competitive with the business of the
Company.


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<PAGE>
                (b) Confidentiality.  Consultant acknowledges and agrees that as
a result of its engagement  under this Agreement,  it will obtain,  be entrusted
with,  have  access to and  develop  for and on behalf of the  Company,  certain
Confidential Information (as defined below). Consultant further acknowledges and
agrees that the Company made and will make a substantial investment of labor and
capital in the development and use of such  Confidential  Information  which has
enabled  and will  enable it to acquire a  competitive  advantage  in the highly
competitive  industry in which it operates and establish  and maintain  valuable
business   relationships.   Accordingly,   Consultant   shall  not,  unless  the
Confidential  Information  becomes  publicly known through  legitimate means not
involving  an act or omission by  Consultant  or except in  connection  with any
litigation between the Company and Consultant,  directly or indirectly  disclose
or use such  Confidential  Information for its own benefit or for the benefit of
any other  person or entity  other than the  Company.  Upon  termination  of the
Period of Engagement,  Consultant  shall  immediately  return to the Company all
documentary or tangible Confidential  Information in its possession,  custody or
control and shall not remove from  Company  premises or make or keep any copies,
notes,  abstracts,  summaries,  tapes, or other record of any type of any of the
Confidential Information.

                As used in this Agreement,  the term "Confidential  Information"
shall  mean and  include  information  which the  Company  has taken  reasonable
efforts to keep  confidential  and which has not become  publicly  available  by
legitimate means concerning (1) the Company's  financial  condition,  including,
without  limitation,   its  actual  and  forecasted  statements  of  results  of
operations,  balance sheets, funds flow statements, gross sales, profit margins,
and other financial matters, (2) competitive conditions and strategic plans, (3)
marketing  methods and plans,  (4) the needs,  wishes,  requirements,  and other
characteristics  of customers and suppliers of the Company,  (5) new or proposed
products, (6) computer software or data bases, (7) the technical  specifications
of  machinery,  equipment  and raw materials  needed in the  manufacture  of the
Company's  products,  (8) the  sources  for  the  purchase  of  such  machinery,
equipment,  raw materials and components thereof, (9) the proper storage of such
raw  materials  and  installation,  operation,  maintenance  and  repair of such
machinery and equipment,  (10) descriptions of each stage in the quality control
of the Company's products,  (11) trade secrets of the Company,  (12) information
concerning  the Company and its  consideration  and  evaluation of and plans for
possible  acquisitions  including,  without limitation,  any and all information
which the  Company is  required  to keep  confidential  in  accordance  with the
provisions   of   confidentiality    agreements   with   third   parties,   (13)
investigations,  (14) any and all communications between the Company (including,
without  limitation,  any  employee,  officer,  director or  shareholder  of the
Company),  on the one hand,  and any  attorney  retained  by the Company for any
purpose,  or any person employed by or retained by such attorney for the purpose
of assisting such attorney,  on the other hand, in connection with an attorney's
performance  of  services  for the  Company,  and (15)  all  other  matters  and
materials  belonging  to or  relating to the  internal  affairs,  operation,  or
business of the Company, including, without limitation,  information recorded on
any medium which gives the Company an  opportunity  to obtain an advantage  over
its competitors who do not know or use the same.

         (b)  Solicitation of Employees.  Consultant shall not during the Period
of Engagement hereunder, directly or indirectly, solicit for employment, employ,
or advise or recommend to any other person or entity, that such person or entity

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<PAGE>
employ or solicit for  employment,  any person employed by the Company or any of
its parent, subsidiary, affiliated or related companies.

                (c) Remedies.  Consultant expressly acknowledges and agrees that
the business of the Company is highly competitive and that a violation of any of
the provisions of this Section would cause immediate and irreparable harm, loss,
and damage to the  Company  not  adequately  compensable  by a  monetary  award.
Without limiting any of the other remedies available to the Company at law or in
equity,  Consultant agrees that any actual or threatened violation of any of the
provisions  of this  Section may be  immediately  restrained  or enjoined by any
court of competent  jurisdiction,  and that any temporary  restraining  order or
emergency,  preliminary,  or final  injunctions  may be  issued  in any court of
competent  jurisdiction.  In the  event any  proceedings  are  initiated  by the
Company  as a  result  of  any  actual  or  threatened  violation  of any of the
provisions  of this Section 8, the  non-prevailing  party shall be liable to the
other  party for,  and shall pay to such other  party,  all costs and  expenses,
including,  without  limitation,  reasonable  attorneys' fees,  incurred by such
other party in connection with such proceedings.

         9.     Miscellaneous.

                (a) Further Assurances.  Each party agrees to cooperate with the
other,  and to execute and deliver,  or cause to be executed and delivered,  all
such other documents and  instruments,  and to take all such other actions as it
may be reasonably  requested to take,  from time to time, in order to effectuate
the provisions and purposes of this Agreement.

                (b) Binding Effect and Benefit.  This Agreement shall be for the
sole and exclusive benefit of the Company and Consultant. This Agreement may not
be assigned by either party,  whether by operation of law or otherwise,  without
the prior written  consent of the other party.  Subject to the  foregoing,  this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective successors and assigns.

                (c)  Entire  Agreement.  All  discussions,  understandings,  and
agreements  heretofore  made between the parties  concerning  the subject matter
contained in this  Agreement are merged into and  superseded by this  Agreement,
which contains the entire agreement  between the parties  concerning the subject
matter contained in this Agreement.  Any modification hereof may be made only by
an instrument in writing signed by or on behalf of the party to be charged.

                (d) Notices.  All notices required or permitted  hereunder shall
be in writing, signed by the party giving notice or an officer thereof and shall
be deemed to have been given when delivered by personal delivery,  by facsimile,
telegraph or telex,  or Federal Express or similar courier service or by deposit
in the mail,  registered  or certified,  with postage  prepaid,  return  receipt
requested, addressed as follows:


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<PAGE>
                If the Company, at:

                Suite 591, 885 Dunsmuir Street
                Vancouver
                British Columbia
                V6C 1N5
                Fax: (604) 685-1513



                with a copy to:

                David Furlonger


                If to Consultant, at:

                13 Lyons Plain Road
                Weston
                Connecticut
                06883
                Fax: (203) 222-8273


                with a copy to:

                George E. McCord



or to such other  address as any party may  designate for itself by notice given
to the other party from time to time in accordance with the provisions hereof.

                (e) Headings.  The headings of sections and  subsections  herein
are merely for convenience of reference and shall not affect the interpretations
of any of the  provisions of this  Agreement.  Whenever the context so requires,
the plural shall include  singular and vice versa,  the masculine  shall include
the feminine and the neuter, the feminine shall include the masculine and neuter
and the neuter shall include the masculine and the feminine.

                (f)  Governing   Law.  This  Agreement  is  being  executed  and
delivered in the Province of British Columbia and the validity, construction and
enforceability  of this  Agreement  shall be  governed  in all  respects  by the
Province of British Columbia.

                (g)  Severability.  Whenever  possible,  each  provision of this
Agreement  shall be  construed  as to be  interpreted  in such  manner  as to be
effective and valid under applicable law, but if any provision of this Agreement

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<PAGE>
or the application  thereof to any party or circumstance  shall be prohibited by
or invalid under  applicable  law, such  provision  shall be  ineffective to the
extent of such prohibition without  invalidating the remainder of such provision
or any other provision of this Agreement or the application of such provision to
other parties or circumstances.

                (h)  Waivers.  No delay on the part of any party in the exercise
of any right or  remedy  shall  operate  as a waiver  thereof,  and no single or
partial  exercise  by any party of any remedy  shall  preclude  other or further
exercise thereof, or the exercise of any other right or remedy. Neither the acts
or omissions of any of the parties hereto or their agents or  beneficiaries  nor
any  knowledge  obtained  by or on  behalf  of any of  them as a  result  of any
activities,  tests, or investigations  undertaken pursuant to or contemplated by
the  terms of this  Agreement  or  otherwise  shall  constitute  a waiver  of or
estoppel  or  other  barrier  to   enforcement   by  any  party  hereto  of  any
representation or warranty or other provision contained in this Agreement.

                (i)  Counterparts.  This Agreement may be executed in any one or
more  counterparts,  each of  which  shall  constitute  an  original,  no  other
counterpart needing to be produced, and all of which, when taken together, shall
constitute but one and the same instrument.

         IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed by their duly authorized officers or agents, this Agreement on the date
and year first above written.

                                        POWERTRADER SOFTWARE, INC.,
                                        a British Columbia corporation



                                        By: /s/ David C. Furlonger
                                            David C. Furlonger, President


                                        George E. McCord,
                                        a Consultant


                                        By: /s/ George E. McCord
                                            George E. McCord


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