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                                                                    EXHIBIT 10.1
                                                                    ------------

                             CONSULTING AGREEMENT
                             --------------------

     THIS AGREEMENT is entered into effective the 10th day of November, 1998, at
Houston, Texas, between GK INTELLIGENT SYSTEMS, INC., a Delaware corporation
("Corporation" or "GKIS") and MARCUS F. WRAY ("Wray").

     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 Wray consult with GKIS on the establishment of
retail distribution for the Company's products in the global marketplace and/or
introduce GKIS to parties who may be interested in GKIS's products and make
himself reasonably available to mentor and advise the directors, officers and
management of GKIS; and

     WHEREAS, GKIS desires that Wray become an advisor and mentor to the
directors, officers and management of GKIS in all phases of retail product
distribution as well as global marketing developments which could effect GKIS's
business; and

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

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

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

     1.  AGREEMENT TO PROVIDE CONSULTING SERVICES. Wray agrees to provide
         consulting services as requested from time to time by GKIS and 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.

     2.  POSITION ON GKIS BOARD OF DIRECTORS. The Corporation, acting through
         its existing Board of Directors, will appoint Wray as a member of the
         Board of Directors. Upon election by the Board of Directors, Wray
         agrees to assume a position on the GKIS Board and to serve diligently
         as a member thereof, faithfully performing all fiduciary duties as a
         director of the Corporation.

     3.  COMPENSATION. As compensation for the services to be rendered
         hereunder, GKIS will pay Wray up to Fifty Thousand Dollars ($50,000) as
         follows: on any date on which Wray elects to exercise the Option (as
         defined herein) the Company will pay Wray an amount equal to the number
         of shares for which such election is made multiplied by five cents
         ($0.05).

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     4.   OPTION GRANT.

     (a)     Option Grant. Effective as of the effective date of this Agreement,
             Wray shall be granted an option ("Option") to purchase the one
             million (1,000,000) shares of GKIS common stock (the "Option
             Shares") with an exercise price of $0.05 per Option Share. Subject
             to its earlier termination as provided below, the Option shall
             expire on the 10th anniversary of the effective date of this
             Agreement.


     (b)     Option Vesting. Commencing on November 30, 1998, and continuing on
             the last day of each calendar month during the term of this
             Agreement, one-twelfth of the Option Shares shall become
             exercisable; provided, however, that if this Agreement is
             terminated prior to the end of a calendar month, no Option Shares
             shall vest for that month. Notwithstanding the foregoing, in the
             event Wray dies during the term of this Agreement or the
             Corporation terminates this Agreement for any reason other than
             pursuant to Section 12.b. or Section 12.d., the Option shall become
             immediately exercisable in full.

     (c)     Payment of Exercise Price. To the extent the Option is exercisable,
             Wray may exercise the Option from time to time by a notice in
             writing of such exercise delivered to the Corporation, attention
             Secretary, at its principal corporate offices. The date of exercise
             shall be the date the notice is hand delivered or mailed to the
             Corporation, whichever is applicable. An election to exercise the
             Option shall be accompanied by the tender of the full exercise
             price of the shares for which the election is made. Payment may be
             made, in Wray's discretion, (i) in cash or check, (ii) shares of
             GKIS stock already-owned by Wray, (iii) a "cashless-broker"
             exercise in accordance with a Corporation-established policy or
             program for the same, (iv) notice from Wray for the Corporation to
             withhold a number of shares from the Option excise having an
             aggregate fair market value on such date not exceeding the
             aggregate exercise price, or (v) any combination of the foregoing.

     (d)     Registration Rights. Shares acquired by Wray upon any exercise of
             the Option shall be subject to registration rights no less
             favorable to Wray than the registration rights provided by the
             Corporation to any other stockholder with a comparable or greater
             number of shares.

     (e)     Transferability of Option. Wray may transfer all or any part of the
             Option by gift to one or more of his immediate family members or
             related family trusts or similar entities, in his discretion. If
             transferred, the Option (and any shares acquired upon exercise)
             shall be subject to the same provisions of this Agreement as if
             held or owned, as the case may be, by Wray.

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     5.  RIGHTS PRIOR TO ISSUE. Wray shall have no rights as a stockholder with
         respect to the Option Shares until GKIS has received full payment of
         the purchase price and the Option Shares have been issued.

     6.  PRIOR AGREEMENTS. 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.

     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.  ASSIGNMENT. This Agreement is for personal services by Wray and shall
         not be assignable by Wray. This Agreement may be assigned by GKIS and
         shall inure to the benefit of the successors and assigns of GKIS.

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

         a.  No Registration. Wray is aware that the Shares have not been
             registered nor is registration contemplated under the Securities
             Act of 1933, and accordingly, that the Initial 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. Wray agrees
             that any certificates evidencing the Initial 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 Initial Shares in a
             manner consistent with the foregoing.

         b.  No Preemptive Rights. Wray acknowledges and agrees that he has no
             preemptive rights with respect to the Shares to be purchased
             hereunder.

         c.  Exchange Act Filings. Wray acknowledges and agrees that he has read
             and understands the Corporation's Annual Report on Form 10K-SB for
             the fiscal year ended May 31, 1998.

    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

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             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.

         b.  Acknowledgment of Wray's Fiduciary Obligations to Third Parties.
             GKIS understands, acknowledges and agrees that Wray is an officer
             or director of other corporations, and thus may have a fiduciary
             relationship towards one or more third parties, including his own
             businesses and that, in such capacity, Wray 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 Wray. GKIS acknowledges and agrees that it will
             not constitute a breach of this agreement for Wray to comply with
             these obligations to their full legal, moral and ethical
             limitations.

    11.  TERM OF AGREEMENT. The term of this Agreement shall be for one (1) year
         from the date of this Agreement, unless terminated by either party
         pursuant to the provisions contained herein.

    12.  TERMINATION OF AGREEMENT. This Agreement shall be automatically
         terminated upon the death of Wray and may be terminated by the parties
         as follows:

         a.  Illness or Other Disability. If Wray, during the term of this
             Agreement, shall fail to perform his duties hereunder as a result
             of illness or other disability which shall continue for a period of
             more than eight (8) weeks, the Corporation shall have the right to
             terminate this Agreement and remove Wray from the Board of
             Directors effective as of a date to be specified in written notice
             of termination sent to Wray.

         b.  Conduct. If Wray shall use liquor or drugs to an extent which has a
             visible detrimental effect on his services to the Corporation, or
             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 Agreement and remove Wray from the Board of
             Directors effective as of a date to be specified in written notice
             of termination sent to Wray.

         c.  Unilateral Termination by Wray. Wray may terminate this Agreement
             and his obligations hereunder effective as of a date to 

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             be specified in written notice of termination sent to the
             Corporation, such date not to be more than ten (10) days after
             delivery of the notice.

         d.  Termination for Cause Other than Conduct. The Corporation may
             terminate this Agreement and remove Wray from the Board of
             Directors at any time if the Board of Directors determines that
             Wray has breached his fiduciary duties to the Corporation or failed
             to perform his duties hereunder 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 not more than ten (10) days after delivery of the notice.

    13.  NOTICES. All notices required hereunder shall be in writing and shall
         be sent via certified mail, postage prepaid, if to GKIS, in care of
         President, 5555 San Felipe, Suite 625, Houston, Texas, 77056, and if to
         Wray, in care of Marcus F. Wray, 2800 Ferndale Street, Houston, Texas
         77098. Notices shall be effective upon deposit in the United States
         mail.

    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 that cannot be resolved amicably among
         the parties, such dispute shall, on the written request of either
         party, be submitted to arbitration. Such arbitration shall be binding
         and shall be conducted under the Commercial Arbitration Rules of the
         American Arbitration Association in effect 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. All arbitration
         proceedings hereunder shall be held in Houston, Texas.

    16.  CONFIDENTIAL INFORMATION. Wray shall hold in fiduciary capacity for the
         benefit of GKIS all information, knowledge and data of a secret or
         confidential nature relating to GKIS or any of its affiliated
         companies, and their respective businesses, which shall have been
         obtained by Wray during the term of this Agreement and which shall not
         be or become public knowledge (other than by acts by Wray or
         representatives of Wray in violation of this Agreement). After
         termination of this Agreement, Wray 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.

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     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:  /s/ Gary Kimmons
                                 ------------------------------------
                                   GARY KIMMONS, C.E.O.



                                   /s/ Marcus F. Wray
                                 ------------------------------------
                                   MARCUS F. WRAY

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