EXHIBIT 10.8

                              CONSULTING AGREEMENT


      THIS AGREEMENT is entered into effective the 17th day of March, 1998, at
Houston, Texas, between GK INTELLIGENT SYSTEMS, INC., a Delaware corporation
("Corporation" or "GKIS") and JOSEPH RODNEY CANION ("CANION").

      WHEREAS, GKIS is in the business of providing artificial intelligence
based education, training and performance support and is based in Houston,
Texas; and

      WHEREAS, GKIS desires that CANION consult with GKIS on the establishment
of retail distribution for the Company's products in the domestic and
international marketplace and/or introduce GKIS to parties who may be interested
in GKIS's products and, when appropriate and time permits, make himself
reasonably available to mentor and advise the directors, officers and management
of GKIS; and

      WHEREAS, GKIS desires that CANION become an advisor and mentor to the
management of GKIS in all phases of retail product development and distribution
as well as technological developments which could effect GKIS's business; and

      WHEREAS, CANION desires to acquire an equity interest in the
Corporation's common stock; and

      WHEREAS, GKIS considers it to be in its best interest that CANION assume a
position as Chairman of the GKIS Board of Directors;

      NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:

      1. AGREEMENT TO PROVIDE CONSULTING SERVICES. Upon election by consent of
the holders of a majority the shares of GKIS, CANION agrees to assume a position
on the GKIS Board of Directors as its Chairman for the term of this agreement.
In this capacity, CANION agrees to act as an adviser to GKIS and mentor to its
management, and subject to any confidentiality obligations incumbent upon him,
to apprise GKIS of technological developments as CANION in his sole discretion
shall deem appropriate. In addition, CANION agrees to help GKIS establish market
opportunities and retail distribution for its products/services in the domestic
and international marketplace, making himself reasonably available to mentor and
advise GKIS directors, officers and management periodically during the term of
this agreement, all on a part-time, half-day per week basis as the parties
mutually agree.

      2. POSITION ON GKIS BOARD OF DIRECTORS. The Corporation, acting through
its existing Board of Directors, will appoint CANION as Chairman of the Board of
Directors for the 

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term of this agreement.

      3. COMPENSATION. As compensation for the services to be rendered
hereunder, GKIS will pay CANION One Hundred Fifty Thousand Dollars ($150,000)on
or before April 1,1998. In the event of early termination of this Agreement
except for breach by GKIS, CANION agrees to repay to GKIS that portion of the
Compensation attributable to the period from date of termination to the date of
normal termination. The compensation shall immediately and automatically vest
upon material breach by GKIS of this agreement or any of its warranties and
representations, without notice or action by CANION.

      4.    PURCHASE OF RESTRICTED SHARES.

             a. INITIAL PURCHASE OF SHARES. As a condition of his employment,
      CANION has previously agreed to purchase Three Million (3,000,000) shares
      of GKIS common restricted stock (the "Initial Shares"), to be issued
      immediately upon receipt of funds or as soon thereafter as is practicable.
      The effective date of this purchase will be March 17, 1998, the date of
      the subscription agreement between the parties. The agreed purchase price
      of the Initial Shares was $.05 per share, and the market value was .31250,
      which was the closing price for the previous day. As soon as practicable
      after receipt of payment from CANION, GKIS shall tender the Initial Shares
      to CANION, provided that if any law or regulation requires the Corporation
      to take any action with respect to the Initial Shares before the issuance
      thereof, then the date of delivery for such shares shall be extended for
      the period necessary to take such action.

            b. AGREEMENT TO SELL AND REPURCHASE. In the event of CANION's
      failure of performance or early termination of this agreement as set out
      herein, CANION agrees to sell and GKIS agrees to repurchase unvested
      Initial Shares as defined herein. Each month during the term of this
      agreement, one-twelfth of the Initial Shares shall no longer be subject to
      such required repurchase by GKIS, or in other words, such shares shall
      vest. The shares remaining after the previous months' fractions of shares
      have vested shall be considered unvested. The Initial Shares shall
      immediately and automatically vest upon material breach by GKIS of this
      agreement or any of its warranties and representations, without notice or
      action by CANION, and shall no longer be subject to repurchase.

      5. RIGHTS PRIOR TO ISSUE. CANION shall have no rights as a stockholder
with respect to the Initial Shares until such shares are issued.

      6. PRIOR AGREEMENTS. Except as set out herein, this Agreement supersedes
and is in lieu of any and all prior or contemporaneous agreements,
communications or understandings, whether written or unwritten, verbal or tacit,
or implied by prior dealings, between and among any of the parties, their
predecessors or affiliates with respect to the matters set out herein and
therein, respectively.

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      7. AMENDMENT IN WRITING. No amendment, modification or change to this
agreement shall be binding unless in writing, signed by all the parties hereto.

      8. AGREEMENT BINDING. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, legatees,
administrators, executors, legal representatives, successors, and assigns
(including remote, as well as immediate, successors to and assignees of said
parties).

      9. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF CANION. CANION
represents, warrants and agrees as follows:

            a. NO REGISTRATION. CANION is aware that the Shares have not been
      registered nor is registration contemplated under the Securities Act of
      1933, and accordingly, that the Shares must be held indefinitely unless
      they are subsequently registered under said Act or unless, in the opinion
      of counsel for the Corporation, a sale or transfer may be made without
      registration thereunder. CANION agrees that any certificates evidencing
      the Shares may bear a legend restricting the transfer thereof consistent
      with the foregoing and that a notation may be made in the records of the
      Corporation restricting the transfer of the Shares in a manner consistent
      with the foregoing.

            b.  NO PREEMPTIVE RIGHTS.  CANION acknowledges and agrees
      that he has no preemptive rights with respect to the Shares to be
      conveyed hereunder.

      10. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF GKIS. GKIS represents,
warrants and agrees as follows:

            a. AUTHORITY. GKIS is a corporation duly organized, validly
      existing, and in good standing under the laws of Delaware, with full
      corporate power and authority to carry on its business as it is now being
      conducted, to own or hold under lease the properties and assets it now
      owns or holds under lease, and to enter into and perform its obligations
      under this Agreement. The execution and delivery of this Agreement and the
      consummation of all the transactions contemplated thereby have been duly
      authorized by all necessary corporate action on behalf of GKIS. The
      persons signing on behalf of GKIS are duly authorized to do so and this
      Agreement will be binding upon GKIS. GKIS is not subject to any lien or
      encumbrance of any kind nor subject to any agreement, instrument, order,
      or decree of any court or government body which would prevent consummation
      of the transaction contemplated by this agreement.

            b. TAX OBLIGATIONS. GKIS has filed all tax returns required to be
      filed and paid all taxes and assessments due, including interest and
      penalties (the "Taxes"). There are no unpaid Taxes that are or could
      become a lien on the property or assets of GKIS, except for current Taxes
      not yet due and payable or accrued 

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      payroll taxes which will be paid not later than April 30, 1998.

            c. NO SUITS PENDING. There are no actions, suits, or proceedings
      pending, outstanding or threatened, against or affecting GKIS or any of
      the assets, properties or business of GKIS at law or in equity, or before
      or by any governmental authority, except as set out in its filings with
      the SEC or otherwise disclosed to CANION.

            d. NO VIOLATIONS OF LAWS. To the best of its knowledge, GKIS is not
      in default or violation under any law, ordinance or regulation, or with
      respect to any order, writ, injunction, decree, or demand of any court or
      any governmental authority, or in the payment of any indebtedness for
      borrowed money or under the terms or provisions of any agreement or
      instrument evidencing or security any such indebtedness.

            e.  GOVERNMENTAL AGENCIES.  GKIS will comply with the
      requirements of all applicable laws, regulations, and
      requirements pertaining to GKIS.

            f. INFORMATION PROVIDED. To the best of its knowledge, all
      information provided by GKIS to CANION was and is accurate in all material
      respects and did not or does not, to the best of GKIS's knowledge, omit
      any information necessary to make such information and documentation not
      misleading.

            g. FINANCIAL STATEMENTS. GKIS has delivered to CANION its audited
      annual report for the fiscal year ended May 31, 1997, as set out in its
      Form 10K-SB, and its latest unaudited quarterly financial statements, as
      set out in its Form 10Q-SB. The financial statements present fairly the
      financial position and results of operations of GKIS.

            h. LICENSES AND PERMITS. GKIS has all licenses, permits, approvals,
      consents, orders, rights and other authorizations which are necessary in
      order to enable it to conduct its business as currently conducted.

            i. NO UNDISCLOSED LIABILITIES. Except as set out in its audited
      annual report or quarterly unaudited financial statements, GKIS has no
      liabilities or obligations other than those incurred since November 30,
      1997, in the ordinary course of business, consistent with prior practice
      and not in the aggregate materially adverse.

            j. NO CONFLICT WITH OTHER DOCUMENTS. Neither the execution and
      delivery of this agreement nor the carrying out of this transaction will
      result in any violation, termination or modification of, or be in conflict
      with GKIS's charter documents or bylaws, any contract or agreement to
      which GKIS is a party or is bound, or result in the creation of any lien
      or encumbrance upon any of the properties or assets of GKIS.

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            k. ACKNOWLEDGMENT OF CANION'S FIDUCIARY OBLIGATIONS TO THIRD
      PARTIES. GKIS understands, acknowledges and agrees that CANION was a high
      level employee of COMPAQ COMPUTER CORPORATION and is an officer or
      director of other corporations, and thus may have a fiduciary relationship
      towards one or more third parties, including his former employer and that,
      in such capacity, CANION is subject to certain ethical and business
      constraints with respect to certain materials or information of third
      parties which may be confidential, trade secret, proprietary or otherwise
      subject to restrictions on its use or dissemination by CANION. GKIS
      acknowledges and agrees that it will not constitute a breach of this
      agreement for CANION to comply with these obligations to their full legal,
      moral and ethical limitations in CANION's sole discretion. GKIS further
      understands and agrees that nothing contained in this Agreement shall
      require CANION to take any action in violation of any of the obligations
      described above.

            l. STATUS OF SHARES TO BE ISSUED. All issued shares of capital stock
      of GKIS are, and upon issuance to CANION in accordance with the terms of
      this Agreement, the Shares will also be, duly authorized, validly issued
      and fully-paid and non-assessable. The Shares to be issued by GKIS
      hereunder are, and will be when issued, free and clear of all
      encumbrances, except as set out in this agreement.

            m. DIRECTORS' AND OFFICERS' LIABILITY (DOL) INSURANCE. GKIS shall
      immediately procure DOL insurance coverage in the minimum amount of
      $1,000,000.00, specifically covering all acts of CANION to be performed
      under this agreement and all liabilities for which coverage is normally
      obtained by a corporation for its directors.

      11. TERM OF AGREEMENT. This agreement shall be for one (1) year from April
1, 1998, unless terminated by either party pursuant to the provisions contained
herein.

      12. TERMINATION OF AGREEMENT. This agreement may be terminated as follows:

            a. ILLNESS OR OTHER INCAPACITY. If CANION, during the term of this
      Agreement, shall fail to perform his duties hereunder as a result of
      illness or other incapacity which shall continue for a period of more than
      twelve weeks, the Corporation shall have the right to terminate this
      Agreement and the employment hereunder as of a date to be specified in a
      written notice of termination sent to CANION, such date to be not less
      than thirty (30) days following receipt of said notice. The Initial Shares
      shall be fully vested as of the date of termination and not be subject to
      repurchase by GKIS.

            b. CONDUCT. If CANION shall willfully violate any law; embezzle or
      otherwise steal from the Corporation; use liquor or drugs to an extent
      which has a 

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      visible detrimental effect on his services; conduct himself publicly or
      privately in a manner which offends against decency or causes him to be
      held in public ridicule or causes public scandal, the Corporation shall
      have the right to terminate this contract and employment hereunder upon
      notice given in the manner specified in 12.a. In the event of termination
      under this Subparagraph 12.b., vesting of the Initial Shares shall cease,
      GKIS shall have no further obligation to CANION under this agreement, and
      CANION shall sell to GKIS and GKIS shall repurchase all unvested Initial
      Shares at their issue price.

            c. UNILATERAL TERMINATION, IF ANY, BY CANION. CANION may terminate
      this Agreement and employment hereunder effective as of a date to be
      specified in a written notice of termination, such date to be not less
      than thirty (30) days after delivery of the notice, and all vesting of the
      Initial Shares shall cease as of the end of the month during which
      termination is effective, GKIS shall have no further obligation to CANION
      under this agreement, and CANION shall sell to GKIS and GKIS shall
      repurchase all unvested Initial Shares at their issue price, unless
      termination is the result of material breach by GKIS of the provisions of
      this Agreement.

            d. VESTING OF INITIAL SHARES AFTER TERMINATION FOR DEATH OR
      DISABILITY. If CANION shall die during the term of this Agreement, his
      legal representative or executor shall be entitled to receive any
      compensation which is unpaid and accrued from the date of his last payment
      until the date of his death, and this agreement shall terminate. All
      unvested Initial Shares shall immediately vest and not be subject to
      repurchase by GKIS.

            e. TERMINATION FOR CAUSE OTHER THAN CONDUCT. GKIS may terminate this
      agreement during the initial term if the Board of Directors determines
      that CANION has failed to perform his duties hereunder for a period of at
      least six months, and such failure is not due to illness or disability.
      Such termination shall be effective as of a date to be specified in a
      written notice of termination, such date to be the end of a month not less
      than thirty (30) days after delivery of the notice, provided that during
      such 30-day (or greater) period CANION shall have opportunity to contest
      such termination to a meeting of the entire Board of Directors and the
      Board shall agree by a majority vote of its members that CANION shall be
      terminated for cause, and all vesting of Initial Shares shall cease as of
      such date and CANION shall sell to GKIS and GKIS shall repurchase all
      unvested Initial Shares at their issue price.

      13. NOTICES. All notices required hereunder shall be sent via certified
mail, postage prepaid, if to GKIS, in care of Rod Norville, Esq., 5555 San
Felipe, Suite 625, Houston, Texas, 77056, and if to CANION, in care of Rod
Canion, 5 Post Oak Park, Suite 1655, Houston, Texas 77027.

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      14. CHOICE OF LAW. The parties agree that this agreement shall be governed
by and interpreted in accordance with the laws of the State of Texas, excluding
any principle or provision thereof that would require application of the laws of
any other jurisdiction.

      15. ARBITRATION. If the parties have any disagreement or dispute arising
in connection with this agreement or the subject matter of this agreement that
cannot be resolved amicably among the parties, such dispute shall, on the
written request of either party, be submitted to arbitration, which will comply
with and be governed by the provisions of the Texas Civil Practice and Remedies
Code, Section 171.000, ET SEQ., and the American Arbitration Association.
Pursuant to Section 171.026(a) of the Texas Civil Practice and Remedies Code,
arbitration shall be conducted under the Commercial Arbitration Rules of the
American Arbitration Association in existence at the time of arbitration. The
cost and expenses, including attorney's fees and the fees of the arbitrators,
shall be borne by the losing party or in such proportions as the arbitrators
shall determine.

      16. CONFIDENTIAL INFORMATION. CANION shall hold in fiduciary capacity for
the benefit of GKIS all secret or confidential information, knowledge or data
relating to GKIS or any of its affiliated companies, and their respective
businesses, which shall have been obtained by CANION during CANION's employment
by GKIS or any of its affiliated companies and which shall not be or become
public knowledge (other than by acts by CANION or representatives of CANION in
violation of this Agreement). After termination of CANION's employment with
GKIS, CANION shall not, without the prior written consent of GKIS or as may
otherwise be required by law or legal process, communicate or divulge any such
information, knowledge or data to anyone other than GKIS and those designated by
it.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year set forth above.

                                    GK INTELLIGENT SYSTEMS, INC




                                    By:_____________________________
                                         GARY KIMMONS, C.E.O.



                                    --------------------------------
                                    JOSEPH RODNEY CANION

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