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                                                                    EXHIBIT 10.8

                    [LETTERHEAD OF ROSENBLUM PARTNERS, LLC]



August 7, 2000

DELIVERED VIA FACSIMILE

Mr. John Gorst, CEO
Xcel Management, Inc.
1101 Broadway Plaza
Tacoma, WA 98402

     Re:  Engagement Letter and Fee Agreement-Xcel Management, Inc.

Dear Mr. Gorst:

     This Engagement Letter and Fee Agreement ("Agreement") will confirm that
Xcel Management, Inc. an existing Utah Corporation (collectively "XCEL
MANAGEMENT, INC." or "you"), has engaged Rosenblum Partners, LLC ("Rosenblum" or
"we") and that Rosenblum has agreed to perform financial advisory and
intermediaries services on behalf of XCEL MANAGEMENT, INC. with respect to
arranging a private placement offering and/or financing for XCEL MANAGEMENT,
INC. as further detailed herein.

     1.   Scope of Services. On a non-exclusive basis, Rosenblum will act as
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          financial intermediary in structuring the private placement of common
          and/or preferred equity in connection therewith; raising approximately
          $1 to $2 million United States Dollars as may be required by XCEL
          MANAGEMENT, INC., through the sale of new equity for XCEL MANAGEMENT,
          INC. (the "subject financing"). The essence of Rosenblum's services
          will be to act as an intermediary in providing financial advisory
          services to XCEL MANAGEMENT, INC. regarding the subject financing, and
          in making introductions and referrals to Rosenblum Financing Sources
          identified by Rosenblum in writing and approved by XCEL MANAGEMENT,
          INC. in writing. For purposes of this Agreement, "Rosenblum Financing
          Source" shall include any entity or party that is identified by
          Rosenblum to XCEL MANAGEMENT, INC. in writing and approved by XCEL
          MANAGEMENT, INC. in writing as a potential investor and that makes an
          investment in XCEL MANAGEMENT, INC. as a result of Rosenblum's
          efforts. Rosenblum Financing Sources shall not include any party that
          XCEL MANAGEMENT, INC. identifies in writing to Rosenblum prior to or
          following execution of this Agreement as a party that it has had or
          intends to have contact with regarding making an investment in XCEL
          MANAGEMENT, INC. and any other party that is not identified by
          Rosenblum to XCEL MANAGEMENT, INC. in writing and approved by XCEL
          MANAGEMENT, INC. in writing as a potential investor.

          Neither Rosenblum, nor are any of its principals, licensed as
          registered investment advisors, securities brokers-dealers, attorneys
          or accountants, and none of the
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          services provided by Rosenblum or its principals are intended to be
          construed as offering or selling XCEL MANAGEMENT, INC. securities, or
          giving investment, legal and/or tax advice.

          Other than as expressly provided for herein, Rosenblum makes no
          guarantee or warranty to deliver or produce any results from its
          efforts, or that its services will in fact result in a third party or
          parties actually providing funding or making an investment in XCEL
          MANAGEMENT, INC.. Also, XCEL MANAGEMENT, INC. is under no obligation
          to enter into an agreement with any entity, with any investment banker
          or securities broker-dealer, or accept or receive funding from any
          Rosenblum Financing Source, or agree to any terms or conditions for
          proposed financing other than as XCEL MANAGEMENT, INC.


     2.   Rosenblum Compensation.
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          (a.) Upon the closing of each funding from a Rosenblum Financing
               Source, XCEL MANAGEMENT, INC. shall pay Rosenblum a cash sum
               equal to 7% of the gross amount to be disbursed at each said
               Closing. XCEL MANAGEMENT, INC. hereby irrevocably authorizes and
               instructs the Rosenblum Financing Source to pay the cash sum
               directly to Rosenblum, out of the closing proceeds, at the time
               of each funding closing.

          (b.) All expenses incurred by Rosenblum in excess of $500, including
               the printing of documents etc., shall be approved in advance by
               XCEL MANAGEMENT, INC., for which XCEL MANAGEMENT, INC. shall
               reimburse Rosenblum.

     3.   Due Diligence. We shall be conducting a due diligence background
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          investigation of XCEL MANAGEMENT, INC., including asking you to
          respond in writing to a Due Diligence Questionnaire. XCEL MANAGEMENT,
          INC. hereby agrees to cooperate in responding to this Due Diligence
          Questionnaire and to otherwise make full, fair and truthful disclosure
          to Rosenblum regarding the business, legal, financial and tax
          condition of XCEL MANAGEMENT, INC.. Further, XCEL MANAGEMENT, INC.
          hereby represent and warrants to Rosenblum that any and all of the
          information contained in the XCEL MANAGEMENT, INC. financial
          statements and other documents provided by XCEL MANAGEMENT, INC. to
          Rosenblum with respect to the subject financing are materially
          accurate, do not contain any misrepresentations of fact, and do not
          omit to state any information so as to make such documents misleading.
          XCEL MANAGEMENT, INC. also agrees to supplement and periodically
          update all such information so as to make the information provided by
          XCEL MANAGEMENT, INC. to Rosenblum materially accurate.

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     4.   Indemnification.
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          (a.) XCEL MANAGEMENT, INC. shall indemnify and hold harmless Rosenblum
               from and against all claims, damages, losses, and liabilities
               (including, without limitation, reasonable attorneys' fees and
               expenses) arising out of or based upon any misstatement or
               omission or alleged misstatement or omission, in an offering
               memorandum or any other materials or information supplied or
               approved by XCEL MANAGEMENT, INC. which are disseminated by
               Rosenblum to Rosenblum Financing Sources, except XCEL MANAGEMENT,
               INC. shall not be liable for any claim of damage, loss or
               liability which is finally determined to have resulted from
               Rosenblum's fraud or gross negligence.

          (b.) Rosenblum shall indemnify and hold harmless XCEL MANAGEMENT,
               INC. from and against all claims, damages, losses, liabilities
               (including, without limitation, reasonable attorneys' fees and
               expenses) arising out of or based upon any misstatement or
               omission, or alleged misstatement or omission, by Rosenblum, in
               any materials or information prepared by Rosenblum which were not
               supplied or approved by XCEL MANAGEMENT, INC. and were
               disseminated to third parties, including Rosenblum Financing
               Sources.

     5.   Term and Termination. The term of this Agreement is for 60 days,
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          unless terminated earlier by XCEL MANAGEMENT, INC. on thirty (30) days
          notice to Rosenblum. Notwithstanding the foregoing, if a Closing
          occurs with a Rosenblum Financing Source at any time within 365 days
          after such termination, the compensation provided for in items (b) and
          (c) of paragraph 2 shall be immediately due and payable to Rosenblum
          as provided for therein.

     6.   Notice. Any notices to be given hereunder by each party to the other
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          may be effected by personal delivery in writing or by mail, registered
          or certified, postage prepaid with return receipt requested to the
          addresses set forth below. Notices delivered personally shall be
          deemed communicated as of actual receipt; mailed notices shall be
          deemed communicated as of two (2) days after mailing.

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          As to XCEL MANAGEMENT, INC.:                      As to Rosenblum:
          Mr. John Gorst                     Mr. Charles L. Rosenblum, CEO
          Xcel Management, Inc.              Rosenblum Partners, LLC
          1101 Broadway plaza                18952 Mac Arthur Blvd., Suite 350
          Tacoma, WA 98402                   Irvine, CA 92612

     7.   Applicable Law. This Agreement shall be construed under the laws of
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          the State of California. Venue shall be Orange County, California

     8.   Attorneys' Fees. If any action at law, or in equity, is necessary to
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          enforce or interpret the terms of this Agreement, the prevailing party
          shall be entitled to reasonable attorneys' fees and costs, in addition
          to any other relief to which it may be entitled.

     9.   Entire Agreement. This Agreement supersedes any and all other
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          agreements, either oral or in writing, between the parties hereto with
          respect to the engagement of Rosenblum and contains all of the
          covenants and agreements between the parties with respect to such
          engagement in any manner whatsoever. This Agreement may not be altered
          or modified except by an agreement in writing, signed by both parties.
          If any provision of this Agreement is held by a court of competent
          jurisdiction to be invalid, void, or unenforceable, the remaining
          provisions shall nevertheless continue in full force without being
          impaired or invalidated in any way.

     If the terms and conditions of this Agreement are acceptable to you, then
     please execute this Agreement where indicated below and return an
     originally executed Agreement to me.

     Very truly yours,
     Rosenblum Partners, LLC


     /s/ CHARLES ROSENBLUM
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     By: Charles L Rosenblum
     CEO/Chairman

     ACCEPTANCE: The undersigned, as the CEO acting on behalf of Xcel
     Management, Inc., hereby acknowledges that he has read and understands the
     terms and conditions of the foregoing Agreement with Rosenblum Partners,
     LLC, and that Xcel Management, Inc., hereby agree to be bound by and
     perform in accordance with such terms and conditions.

     Xcel Management, Inc.


     By:                                    Dated:
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        Mr. John Gorst, CEO

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