December 21, 1998

Mr. Ralph Armijo
President and CEO
Navidec, Inc.
14 Inverness Drive, Building F, Suite 116 Englewood, CO 80112

Re:  Engagement Agreement

Dear Ralph:

This letter (the "Engagement Letter" or "Agreement") will confirm the engagement
of Bathgate  McColley Capital Group LLC (BMCG) by Navidec,  inc. ("the Company")
to render financial and investment banking services on a non-exclusive  basis as
described below.

In  connection  with  this  engagement,  the  Company  will  furnish  BMCG  such
information  and  data  (the  "information")  relating  to the  Company  as BMCG
reasonably  requests  and  will  provide  BMCG  with  reasonable  access  to the
Company's officers,  directors,  employees, counsel and independent accountants.
BMCG may rely upon the Information without  independently  verifying it and does
not assume  responsibility for its accuracy or completeness.  BMCG will not make
an  independent  appraisal  of the assets of the  company  but will  familiarize
itself with the business  operations,  financial  condition and prospects of the
Company,  and will review such corporate documents involving the Company as BMCG
in its sole discretion deems necessary.

BMCG  will  provide  the  following   services  under  this  investment  banking
agreement;  BMCG will work with the Company in developing a long term  financial
strategy which will include advice regarding private  placements,  future public
offerings and/or strategic acquisitions and partnerships. In addition, BMCG will
work with the various other  consultants  of the Company in an effort to broaden
the exposure of the company in the financial marketplace.

In consideration of BMCG's services, the Company agrees to pay BMCG a consulting
fee of $60,000,  payable $48,000 with the execution of the Engagement Letter and
$3,000 per month beginning February 1, 1999 ending May 1, 1999. In addition, the
Company agrees to pay a consulting fee of 45,000  warrants  exercisable at $2.00
per  share.  The  Company  also  agrees  to  reimburse  BMCG for any  reasonable
out-of-pocket  expenses  incurred by BMCG in connection with services under this
engagement,  provided all such  expenses are approved in advance by the Company.
BMCG will be paid a Lehman  formula  fee in the event the company  acquires  any
entity  or the  substantial  assets  of any  entity  introduced  by BMCG.  Other
transactions  will be negotiated on a case-by-case  basis.

<PAGE>


1.  Liability of BMCG. In furnishing  the Company with advice and other services
as herein  provided,  neither  BMCG nor any officer,  director or agent  thereof
shall be liable to the  company  or its  creditors  for  errors of  judgment  or
anything  except  willful  malfeasance,  bad  faith or gross  negligence  in the
performance  of its duties or the  reckless  disregard  of its  obligations  and
duties under the terms of this agreement.

It is further  understood and agreed that BMCG may rely solely upon  information
furnished to it by the company reasonably deemed to be accurate and reliable and
that,  except as herein  provided,  BMCG shall not be  accountable  for any loss
suffered by the Company by reason of the  Company's  non-action  on the basis of
any advice,  recommendation  or approval of BMCG,  its  partners,  employees  or
agents.

2.  Representations &  Indemnification.  The Company  represents and warrants to
BMCG that: the Company will not cause or knowingly permit any action to be taken
in connection with transactions which violates the Securities Act of 1933 or any
state  securities laws; the Company will cooperate with BMCG so as to permit the
transactions to be conducted in a manner  consistent  with the applicable  state
and  federal  securities  to  be  conducted  in a  manner  consistent  with  the
applicable  state  and  federal   securities  laws;  that  all  information  and
statements provided by the Company in the transactions will be true and correct;
that the  transactions  will not be  misleading  or violative of the  Anti-fraud
provisions  of  the  Securities  and  Exchange  Act  of  1934;  current  company
management  as disclosed to BMCG will  continue in place after the  transactions
for a  reasonable  period  of time;  the  Company  does  not  know of any  facts
adversely  affecting the company's  current business  strategy;  the Company has
prepared and  delivered to the  undersigned  its most recent  estimate of sales,
earnings,  cash flow and agrees to update  those  estimates  on a monthly  basis
during the pendency of the engagement and any  transactions.  The Company agrees
to indemnify and hold BMCG and its attorneys  accountants,  agents and employee,
officers and disectors,  free and harmless from any liability, cost and expense,
including  attorneys' fees in the event of a breach of this  representation  and
warranty.  The Company  shall also assume  responsibility  for the  indemnitees'
defense in any such matters,  except where a conflict  exists such that they are
required to retain separate legal counsel, in which event, the Company shall pay
the legal fees and expenses,  as and when  occurred,  of separate  legal counsel
retained by the Indemnitees to provide such defense.

3. Other  Activities of BMCG. The Company  recognizes  that BMCG now renders and
may  continue  to  render  consulting,  financial  and other  services  to other
companies which may or may not have policies and conduct similar to those of the
Company.  BMCG shall be free to render  such advice and other  services  and the
company hereby consents  thereto.  BMCG shall not be required to devote its full
time and attention to the  performance of its duties under this  agreement,  but
shall only devote so much of its time and  attention as it deems  reasonable  or
necessary  for such  purpose.  BMCG does not  intend to be  engaged  by a direct
competitor of the company without prior written approval.

4. Control.  Nothing  contained herein shall be deemed to require the company to
take any action contrary to its Certificate of Incorporation or By-Laws,  or any
applicable statute or regulation,  or to deprive its Board of Directors of their
responsibility for any control of the conduct or the affairs of the Company.

<PAGE>


5. Conditions of Performance by BMCG.  Notwithstanding  anything to the contrary
hereinabove set forth, the performance of the obligations of BMCG as provided in
the  Engagement  Letter is  specifically  subject  to and  conditioned  upon the
following:

     (a) successful  completion of  investigative  procedures to be conducted by
BMCG in respect to the Company,  its operations and general  performance as well
as  its  officers,  and  directors  (commonly  referred  to as  "due  diligence"
procedures).

     (b) results of the due diligence  procedures  employed by BMCG satisfactory
to BMCG in its sole determination; and

     (c) receipt by BMCG of the compensation referred to hereinabove.

The term of this Agreement  will be six months with the date of your  acceptance
of this  Engagement  Letter as evidenced  below.  BMCG or the Company may cancel
this  Agreement  upon 30 days written  notice.  Notwithstanding  anything to the
contrary in the prior sentence hereto,  the Company will remain obligated to pay
BMCG compensation as set forth above.

This  Engagement  Letter  set  forth the  entire  understanding  of the  parties
relating to the subject  matter hereof and  supersedes  and cancels any prior or
contemporaneous   communications,   understandings  or  agreements  between  the
parties.  This  Agreement  cannot be  modified  or  changed,  nor can any of its
provisions be waived, except by written agreement signed by all parties hereto.

This Agreement  shall be governed by and construed to be in accordance  with the
laws of the State of Colorado  applicable to contracts  made and to be performed
solely in such State by citizens  thereof.  The  parties  hereto  shall  deliver
notices to each other by personal delivery or by registered mail (return receipt
requested) at the address set forth herein.

All  controversies  or claims  between the  parties  hereto or arising out of or
relating  to the  business  contemplated  by this  Agreement  including  but not
limited to the making or enforcement  of documents  relating  thereto,  shall be
resolved by arbitration in accordance with the applicable  rules of the American
Arbitration Association.  Judgment on the arbitrators' award may be entered into
any court having jurisdiction. If any action or proceeding is brought to enforce
the terms if this Agreement,  the prevailing  party shall be entitled to recover
all of its reasonable attorneys' fees and costs.

If the terms and conditions of this Engagement  Agreement  confirm our agreement
and understanding,  please execute the copy of this Engagement  Agreement in the
space provided below and return it to us.

Very truly yours,

BATHGATE MCCOLLEY CAPITAL GROUP LLC


By: /s/ Eugene McColley
   -----------------------
   Eugene McColley


Agreed to and accepted this 21st day of December, 1998.



NAVIDEC, INC.


By: /s/Ralph Armijo
   -------------------
   Ralph Armijo
   President and CEO