EXHIBIT 4.1

            CONFIDENTIAL INVESTMENT BANKING CONSULTING AGREEMENT FOR
                              BrowseSafe.com, Inc.

This  Agreement is made as of Thursday, November  18, 1999 by and between Mr.
Mark W. Smith, President and CEO, BrowseSafe.com, Inc., ("Client"), with its
principal place of business at 335 West 9th Street, Suite 100, Indianapolis, IN
46202-3003 and Ronald Ardt ("ARDT") as President and CEO of Business Investor
Services, Inc., a Texas  Corporation, ("BIS") with its principal offices at
15400 Knoll Trail, Suite 200, Dallas, TX 75248.

                             CONFIDENTIAL DOCUMENT
                            FOR THE EYES AND USE OF
                            ONLY THE PARTIES HERETO

                                   Witnesseth

        WHEREAS, Client requires expertise in the area of business consulting to
support its further business expansion, development and growth, and

        WHEREAS, ARDT through his investment banking experience is in the
business of providing advisory services including business development and risk
planning, as well as merchant banking services; including finding sources of
investment capital;

        NOW, THEREFORE, in consideration of the premises above and the mutual
promises and covenants contained herein and subject specifically to the
conditions hereof, and for other good and valuable consideration, receipt of
which is hereby acknowledged by each party, the parties intending to be legally
bound thereby agree that all of the foregoing recitals are true and agree as
follows:

1.  Certain Definitions: When used in this Agreement, the following terms shall
    have the meanings set forth below:

        1.1    Affiliate - any persons or entities controlled by a party.

        1.2    Client - the organizations or legal entities who use the services
               of ARDT. Unless specifically stated otherwise, the term "Client"
               shall also include the clients of the Client.

        1.3    Client Affiliates - the organizations or legal entities
               affiliated with the Client who uses the services of ARDT through
               the Client.

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        1.4    Contact Person - The person who shall be primarily responsible
               for carrying out the duties of the parties hereunder. Client and
               ARDT shall each appoint a Contact Person to be responsible for
               their respective duties. In the event that one party gives notice
               to the other party in writing that, in their reasonable opinion,
               the other party's Contact Person is not able to fulfill their
               duties and responsibilities hereunder, both parties shall
               mutually agree upon a replacement Contact Person within 10 days
               of the said notice.

        1.5    Extraordinary Expenses - expenditures that are beyond those
               expenses that are usual, regular, or customary in the conduct of
               in-house activities in fulfillment of the scope of this
               agreement.

        1.6    Equity - cash, securities or liquid assets, specifically
               excluding real property.

        1.7    Payment or Payable in kind - distribution of the proceeds of a
               transaction in the same type and form as was given as valuable
               consideration for the transaction.

2.  Contact Persons. The Contact Person for Client is Mr. Mark Smith, President
    and CEO.  The Contact Person for ARDT is Ronald Ardt.

3.  Services to be rendered by ARDT. Client hereby engages ARDT and ARDT accepts
    such engagement upon the terms of this Agreement to provide the following
    services:

        3.1    Advice and Counsel (Interface Consulting). ARDT will participate
               with management of the Client, professionals and advisors to
               provide advice and counsel in relation to Client's strategic

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PGPG ARDT IBCA 111899                                     (C) 1999 Ronald Ardt

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               business and financial plans, and other strategies, including but
               not limited to, identification and negotiations with potential
               lenders or investors, merger or acquisition candidates, joint
               ventures, corporate partners and others involving strategic
               financially related transactions, as well as marketing and public
               relation matters as requested by Client. ARDT may provide
               additional merger and acquisition candidates and strategies so as
               to assist Client in its corporate expansion and business
               development.

        3.2    Client and/or Client Transaction Due Diligence (Research). ARDT
               will participate with management of the Client, professionals,
               affiliates and advisors to undertake due diligence on all
               proposed financial transactions affecting the Client, including
               investigation and advice on the financial, valuation and stock
               price implications thereof. Client may be introduced to
               affiliates of ARDT and others to perform certain due diligence
               and valuation functions, however Client shall not be required to
               use these referrals, but may source this work to others provided
               that the information and services are of equal or better
               competency. Notwithstanding the foregoing, the Client shall have
               the principal responsibility for gathering the information
               required being included in the due diligence materials as
               directed by ARDT. Should the information not be forthcoming to
               ARDT by the Client within a reasonable time period as established
               by ARDT, then the term of this Agreement may be extended or this
               Agreement may be cancelled by ARDT without recourse by Client.
               Time is of the essence in meeting regulatory deadlines and it is
               the responsibility of the Client to comply with all of ARDT's
               reasonable requests for documentation.

        3.3    Offering Structuring and Document Preparation (Legal Filings).
               ARDT will assist in the preparation and coordination of the
               filing of appropriate documents necessary to be in compliance
               with federal and state law to complete an offering document for
               the placement of securities on a "best efforts" basis
               ("Offering"), including a portion of the legal work associated
               with the Offering, but not including specific direct cost for
               related state filing fees which shall be billed separately. A
               duly licensed Attorney will perform all legal work. Additional
               documents may require extra legal work that could be extensive
               depending upon the comments and requests of government regulatory
               entities. These documents and filings may include a Private
               Placement Memorandum, Bridge Loan Agreement or other such

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               documentation, if any, which may be billed by the hour (at a rate
               of $225/hour), with prior written notice to, and approval of,
               Client. The Offering will be in the form of capital financing yet
               to be determined subject to the due diligence and research
               findings and valuation, and also market conditions and marketing
               considerations that may affect the structure of such Offering. If
               ARDT's duties include the filing of Regulation D documentation
               (the "Funding Package" or "Private Placement Memorandum"), it is
               estimated that about 30 days are required for such documentation
               to be prepared.

        3.4    Brokerage Introductions (Selling Group and Investor / Broker
               Dealer Relations). Both as a member of the Regional Investment
               Bankers Association ("RIBA") and through professional
               relationships, ARDT and ARDT's affiliated Broker Dealers,
               Capstone Partners, L.C. and Richmark Capital Corp. have developed
               an association with additional broker dealers, investment
               professionals, and fund managers. In the event the utilization of
               such association becomes necessary or desirable ARDT will enable
               contact on behalf of Client to facilitate business transactions
               with ARDT's associates. In this event, ARDT shall use his "best
               efforts" to assist Client in establishing relationships with
               securities dealers and to provide the most recent corporate
               information to interested securities dealers, as well as other
               parties, on a regular and continuous basis. The Client may wish
               to have ARDT or an affiliate of ARDT assist in the formation of a
               "Selling Group" to act as "Placement Agent" of any Client
               Offerings. ARDT understands that this is in keeping with Client's
               business objective to establish a nationwide network of
               securities dealers who may have an interest in trading Client's
               securities and/or providing capital for securities offering
               financing.

        3.5    Market Awareness. Upon the conclusion of any Offering, and based
               upon a separate engagement agreement, ARDT shall assist the
               Client or make the desired introductions, in making application,
               or for appropriate market awareness by both investors, analysts,
               and market makers.

        3.6    Market-making Intelligence. ARDT also has close association with
               numerous marketing and

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PGPG ARDT IBCA 111899                                     (C) 1999 Ronald Ardt

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               public relation professionals and will use their best efforts to
               enable contact between Client and such professionals to
               facilitate business transactions and marketing expertise among
               them. By sharing marketing ideas and networking among contacts by
               ARDT, the Client can increase its exposure and expertise by
               establishing these relationships. ARDT may help the Client create
               a more liquid and orderly market in which its stock may trade.

        3.7    Additional Duties. Client and ARDT shall mutually agree in
               writing about any additional duties that ARDT may provide for the
               compensation paid or payable by Client under this Agreement. Such
               additional agreement(s) may, although there is no requirement to
               do so, be attached hereto and made a part hereof as Exhibits
               beginning with Exhibit A.

        3.8    Best Efforts. ARDT shall devote such time and effort as may be
               reasonably necessary to perform the services described in this
               Agreement. ARDT is not responsible for the performance of any
               services that may be rendered hereunder without the Client
               previously providing the necessary information on a timely basis.
               ARDT cannot guarantee results on behalf of Client, but shall
               pursue reasonable avenues available through its network of
               contacts. At such time as an interest is expressed in Client's
               needs, ARDT shall notify Client, advising the source of such
               interest and any terms and conditions of such interest. The
               acceptance and consummation of any transaction is subject to
               acceptance of the terms and conditions by Client. It is
               understood that a portion of the compensation to be paid
               hereunder is being paid by Client to have ARDT available to
               assist with transactions on an "as needed" basis.

4.   Legality of Transactions and Services. ARDT hereby represents and warrants
     the services contemplated herein, the consideration received and the
     services to be rendered are and will be in compliance with all federal and
     state laws of the United States. Upon request, ARDT shall provide an
     opinion of an attorney licensed to practice law within the United States in
     support of this representation.

5.   Compensation to ARDT.

        5.1    Fees.

               A. Due Diligence Reimbursement / Consulting Fee. Upon receipt of
                  any funding contemplated by the parties to this Agreement that
                  may flow to Client as a result of the efforts on his behalf by

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                  ARDT or its affiliated parties, and subject to approval of the
                  client, a Due Diligence amount of $15,000 (Fifteen Thousand
                  Dollars) shall be reimbursed to "Business Investor Services,
                  Inc." for the investigative services of Ardt Investment
                  Management for document gathering and review, comparable
                  valuation analysis, offering structuring and consulting
                  efforts, as well as other services. $7,500 shall be due upon
                  execution of this agreement and $7,500 shall be due within 90
                  days. Both amounts due shall be paid by Client upon the next
                  receipt of available funding. Any additional direct
                  out-of-pocket expenses for additional due diligence requested
                  by Client shall be reimbursed by Client immediately upon
                  request.

               B. Continued "On-Call" Consulting Fee. In addition, Client agrees
                  to pay ARDT or one of its affiliates, $2,000 per month for six
                  months, commencing January 30, 2000 and every 30 days
                  thereafter, for continuing "on call" consulting services
                  regarding market support and research dissemination
                  activities. The consulting retainer shall be paid to "Business
                  Investor Services, Inc.", either by check or by monthly bank
                  wire.

               C. Retainer fee. Client shall pay to ARDT a retainer fee of
                  100,000 (One Hundred Thousand) Common Stock Shares (described
                  in "D" below) commencing with the signing of this Agreement,
                  in lieu of the normal Investment Banking Retainer fee of
                  $100,000, and held in escrow by Lowe, Gray, Steele and Darko,
                  LLP, for ARDT "s benefit, subject to release by Client. The
                  shares shall be issued as soon as the Client's Form 10-SB
                  becomes effective and after the filing of the S-8 registration
                  statement with the Transfer Agent and regulatory authorities,
                  which filing shall not be unreasonably delayed. Should the
                  Client become delinquent in keeping all fees current, ARDT may
                  discontinue work on Client's behalf.

               D. Description of Shares. The stock shares granted to ARDT from
                  Client, is (as of the date of this

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PGPG ARDT IBCA 111899                                     (C) 1999 Ronald Ardt

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                  agreement) an amount equal to 100,000 (One Hundred Thousand)
                  Shares of the Company's common stock which transfer shall
                  qualify as exempt from registration review pursuant to Section
                  4(2) of the Securities Act of 1933, as amended (under S-8
                  exemption as "employee/consultant compensation"), (hereinafter
                  the "Shares"). ARDT's ownership interest in the shares shall
                  vest immediately upon execution of this document and shall be
                  paid upon commencement of services. The shares earned by ARDT
                  shall be issued as directed by Ardt.

               E. Warrants. The warrants granted to ARDT from Client are 50,000
                  (Fifty Thousand) Warrants (of no current value) on the Common
                  Stock shares of the Client, which shall vest immediately upon
                  the execution of this agreement, and shall be held in the
                  escrow stated above in 5.1 (C). The exercise price shall be
                  fixed at $1.00 (One Dollar per share). ARDT must exercise the
                  warrants into stock if the price of the common shares trades
                  above $2/share for any 30-day period. Each warrant shall be
                  convertible upon exercise into one share of common stock for a
                  period of Three (3) years from the effective date of this
                  agreement.

               F. Provisions governing the Shares. The following provisions are
                  applicable to the Shares issued to ARDT pursuant to this
                  agreement:

                  1.  All shares and warrants shall be granted S-8 registration
                      rights (as payment for consulting services (i) with none
                      of the proceeds of any sale of such shares going to or
                      benefiting Client, and (ii) not as part of, or tied to,
                      any direct offering) by the Client.

                  2.  Any of the shares and warrants may be sold at anytime
                      after shares are released from escrow and Client agrees to
                      deliver to ARDT such exempt unrestricted shares, as
                      defined or interpreted under Rule 144 of the Securities
                      Exchange Act of 1933, and are without legend after
                      exercise of such registration rights mentioned above.

                  3.  Client shall provide at the time of exercise of this
                      Agreement, paperwork for ARDT to have (as Attached
                      "Exhibits I, II, and III"):

                      I.   "Stock Certificates" of ownership of all shares

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                           without restrictive legend or statement (provided by
                           Client along with Corporate Resolution),

                      II.  S-8 "Registration Rights Agreement" to the above
                           mentioned stock (provided by Client in a form
                           acceptable by its Transfer Agent) and

                      III. "[Form of] Warrant Agreement" containing grant of
                           warrants (provided by Client from its Securities
                           Attorney.

               G. Due Date and Assurance of Payment of Compensation. The
                  business advisory retainer fee and any other fees resulting
                  from this relationship shall be due upon the 30th (thirtieth)
                  day of each month beginning with the month of execution of
                  this agreement. In no case shall Client prohibit or take
                  measures to prevent ARDT from collecting fees due or from
                  having stock registered, transferred or exercised as provided
                  for in this Agreement; Client shall take measures to expedite
                  and assure the full cooperation of the Client's transfer Agent
                  in regard to transferring any shares or warrants issued to
                  ARDT hereunder.

               H. Standard Placement Agent Fees. Should Client desire to have
                  ARDT assist in creating or managing a Selling Group for the
                  Client's securities, Client may expect to pay additional fees
                  for Broker Dealer Services and the raising of capital in
                  accordance with NASD rules which are limited to approximately
                  a 10% commission, a 3% non-accountable (legal and accounting)
                  expense allowance and a 2% due diligence and marketing
                  allowance, (See section 5.1 A which $15,000 shall be credited
                  toward this 2%) or any direct out-of-pocket marketing
                  allowance. It is agreed that the fees under this (IBCA)
                  agreement are for professional services separate from any fees
                  charged under any Placement Agent Selling Agreement for the
                  placement of any offering.

        5.2    Optional Form of Payment. ARDT may, at the time for each payment
               and at his sole option, elect to receive all or a portion of said
               fees in the form of securities, equity, financing instruments or
               other consideration from Client to ARDT on terms agreed by Client
               in writing.

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PGPG ARDT IBCA 111899                                     (C) 1999 Ronald Ardt

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        5.3    Extraordinary Expenses. Extraordinary expenses of ARDT that are
               cumulatively in excess of $2,000 (Two Thousand Dollars) shall be
               submitted to Client for written approval prior to expenditure and
               shall be paid by Client, within ten (10) business days of receipt
               of ARDT's request for payment.

        5.4    Finder Fees.

         5.4(1)In the event ARDT introduces Client or a Client affiliate to any
               third party funding source(s), underwriter(s), merger partner(s)
               or joint venture(s) who enters into a, funding, underwriting,
               merger, joint venture or similar agreement with Clients or
               Clients' client, Client hereby agrees to pay ARDT an advisory
               finder's fee according to industry standards, an amount equal to
               4% (four percent) of the gross proceeds from such funding or
               value derived from such merger or other transaction, payable upon
               the consummation of such funding, underwriting, merger, joint
               venture or similar agreement with Clients or Clients' client or
               underwriting, even though the term of this agreement may have
               expired, as pursuant to item number ten (Term of Agreement and
               Termination). Any fees collected from the Client under Section
               5.1 H in the form of the 10% commission on the same transaction
               shall be credited against the 4% in this provision.

         5.4(2) ARDT may, at its' sole option, elect to receive all or a portion
                of said advisory finder fee as payment in kind, i.e. pro-rata in
                the same form and type of securities, equity, or financing
                instruments issued to the funding source or underwriter by
                Client. In the event the exercise of this option results in
                additional expense over and above the expense of the funding
                and/or underwriting then the additional expenses shall be borne
                by ARDT. In addition the exercise of this option by ARDT shall
                not impede or otherwise have a negative effect on any funding or
                underwriting.

6.   Indemnification. Each party shall hold the other party harmless from and
     against, and shall indemnify the other party, for any liability, loss, and
     costs, expenses or damages whatsoever, caused by reason of any injury
     (whether to body, property, personal or business, character or reputation)
     sustained by any person or to any person or property by reason of any act,
     neglect, default or omission of it or any of its agents, employees, or
     other representatives arising out of or in relation to this agreement.
     Nothing herein is intended to nor shall it relieve either party from

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     liability for its own act, omission or negligence. All remedies provided by
     law or in equity shall be cumulative and not in the alternative.

7.   Client Representations. Client hereby represents, covenants and warrants to
     ARDT as follows:

        7.1    Authorization. Clients and its signatories herein have full power
               and authority to enter into this Agreement and to carry out the
               transactions contemplated hereby.

        7.2    No Violation. Neither the execution and delivery of this
               Agreement nor the consummation of the transactions contemplated
               hereby will violate any provision of the charter or by-laws of
               Client, or violate any term or provision of any other agreement
               or any statute or law.

        7.3    Agreement in Full Force and Effect. All material contracts,
               agreements, plans, leases, policies and licenses referenced
               herein to which Client is a party are valid and in full force and
               effect.

        7.4    Consents. No consent of any person, other than the signatories
               hereto, is necessary to the consummation of the transactions
               contemplated hereby, including, without limitation, consents from
               parties to loans, contracts, lease or other agreements and
               consents from governmental agencies, whether federal, state, or
               local.

        7.5    ARDT Reliance. That ARDT has, may and will rely upon the
               documents, instruments and written information furnished to ARDT
               by the Client's officers, or designated employees.

        7.6    Services NOT EXPRESSED OR IMPLIED.

               7.6 (1) That ARDT has not agreed with Client, in this agreement
               or any other agreement, verbal

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PGPG ARDT IBCA 111899                                     (C) 1999 Ronald Ardt

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               or written, that any associate of ARDT will be a market-maker in
               any specific securities or securities that Client or Client's
               Client has an interest: and,

               7.6 (2) That any payment made herein to ARDT are not, and shall
               not be construed as compensation to ARDT for the purposes of
               having a referral or associate of ARDT make a market, or to cover
               ARDT's out-of-pocket expenses for having a referral of ARDT make
               a market, or for the submission by a referral of ARDT of an
               application to make a market in any securities; and,

               7.6 (3) That no payments made herein to ARDT are for the purpose
               of affecting the price of any security or influencing any
               market-making functions.

               7.6 (4) That no payment made herein to ARDT shall be for making
               false or exaggerated representations about the Clients or any of
               the Client's clients or products.

               7.6 (5) That no payment made herein to ARDT shall be for Research
               Reporting coverage or securities purchase recommendations. BIS's
               research department may or may not decide to initiate coverage of
               Client's stock based on its due diligence, independently from any
               form of contractual agreement.

8.   ARDT Representations. ARDT hereby represents, covenants and warrants to
     Client as follows:

        8.1    Authorization. ARDT has full power and authority to enter into
               this Agreement and to carry out the transactions contemplated
               hereby.

        8.2    No Violation. Neither the execution and delivery of this
               Agreement nor the consummation of the transactions contemplated
               hereby will violate any provision of the charter or by-laws of
               Client, or violate any term or provision of any other agreement
               or any statute or law.

        8.3    Agreement in Full Force and Effect. All contracts, agreements,
               plans, leases, policies and licenses referenced herein to which
               Client is a party are valid and in full force and effect.

        8.4    Consents. No consent of any person, other than the signatories
               hereto, is necessary to the consummation of the transactions

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               contemplated hereby, including, without limitation, consents from
               parties to loans, contracts, lease or other agreements and
               consents from governmental agencies, whether federal, state, or
               local.

        8.5    Client Reliance. That Client has and will rely upon the
               documents, instruments and written information furnished to
               Client by ARDT and BIS's officers, or designated employees.

9.0  Confidentiality. ARDT and Client each agree to provide reasonable security
     measures to keep information confidential whose release may be detrimental
     to the stability and confidentiality of either ARDT or the Client. ARDT
     shall not use any information obtained from Client for any purpose other
     than the purposes described in this Agreement or any other Agreement with
     Client.

10.0 Miscellaneous Provisions.

       10.1    Amendment and Modification. This Agreement may be amended
               modified and supplemented only by written agreement of ARDT and
               Client.

       10.2    Waiver of Compliance. Any failure of ARDT or Client to comply
               with any obligation, agreement or condition herein may be
               expressly waived in writing, but such waiver of failure to insist
               upon strict compliance with such obligation, covenant, agreement
               or condition shall not operate as a waiver of, or estoppel with
               respect to, any subsequent or other failure.

       10.3    Expenses: Transfer Taxes, Etc. Whether or not the transaction
               contemplated by this agreement is be consummated, ARDT agrees
               that all fees and expenses incurred by ARDT, in connection with
               this Agreement that are not specifically dealt with above shall
               be borne by ARDT and Client agrees that all fees and expenses
               incurred by Client in connection with this Agreement shall be

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PGPG ARDT IBCA 111899                                     (C) 1999 Ronald Ardt

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               borne by Client, including, without limitation as to ARDT or
               Client, all fees of counsel and accountants.

       10.4    Other Business Opportunities. Except as expressly provided in
               this agreement, each party hereto shall have the right
               independently to engage in and receive full benefits from
               business activities. In case of business activities which would
               be competitive with the other party, notice shall be given prior
               to this agreement or, if such activities are proposed. Within 10
               days prior to engagement therein. The doctrines of "corporate
               opportunity" or "business opportunity" shall not be applied to
               any other activity, venture, or operation of either party.

       10.5    Compliance with Regulatory Agencies. Each party agrees that all
               actions, direct or indirect, taken by it and it's respective
               agents, employees and affiliates in connection with this
               agreement and any financing or underwriting hereunder shall
               conform to all applicable Federal and State Laws.

       10.6    Notices. Any notices to be given hereunder by any party to the
               other may be effected by personal delivery in writing or in by
               mail, registered or certified, postage prepaid with return
               receipt requested. Mailed notices shall be addressed to the
               parties at the addresses appearing in the introductory paragraph
               of this agreement, but any party may change his address by
               written notice in accordance with this subsection. Notices
               delivered personally shall be deemed communicated as of actual
               receipt; mailed notices shall be deemed communicated as of three
               days after mailing.

       10.7    Assignment. This agreement and all of the provisions hereof shall
               be binding upon and inure to the benefit of the parties hereto
               and their respective successors and permitted assigns, but
               neither this Agreement nor any right, interests or obligations
               hereunder shall be assigned by any of the parties hereto without
               the prior written consent of the other parties, except by
               operation of law.

       10.8    Delegation. Neither party shall delegate the performance of its
               duties under this agreement without the prior written consent of
               the other party.

       10.9    Publicity. Neither ARDT nor Client shall make or issue, or cause
               to be made or issued, any announcement or written statement

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               concerning this Agreement or the transaction contemplated hereby
               for dissemination to the general public without the prior consent
               of the other party. This provision shall not apply, however, to
               any announcement or written statement required to be made by law
               or the regulations of any federal or state governmental agency,
               except that the party concerning the timing and consent of such
               announcement before such announcement is made.

       10.10   Governing Law. This agreement and the legal relations among the
               parties hereto shall be governed by and construed in accordance
               with the laws of the State of Texas, without regard to its
               conflict of law doctrine. Clients and ARDT agree that if action
               is instituted to enforce or interpret any provision of this
               agreement then jurisdiction and venue shall be Dallas County,
               Texas, or Marion County, Indiana.

       10.11   Counterparts. This Agreement may be executed simultaneously in
               two or more counterparts, each of which shall be deemed an
               original, but all of which together shall constitute one and the
               same instrument.

       10.12   Headings. The heading of the Sections of this Agreement are
               inserted for convenience only and shall not constitute a part
               hereto or affect in any way the meaning or interpretation of this
               Agreement.

       10.13   Entire Agreement. This Agreement, including any Exhibits hereto,
               and the other documents and certificates delivered pursuant to
               the terms hereto, set forth the entire agreement and
               understanding of the parties hereto in respect of the subject
               matter contained herein, and superseded all prior agreements,
               promise, covenants, arrangements, communications, representations
               or warranties, whether oral or written, by any officer, employee
               or representative of any party hereto.

       10.14   Third Parties. Except as specifically set forth or referred to
               herein, nothing herein expressed

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PGPG ARDT IBCA 111899                                     (C) 1999 Ronald Ardt

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               or implied is intended or shall be construed to confer upon or
               give to any person or corporation other than the parties hereto
               and their successors or assigns, any rights or remedies under or
               by reason of this Agreement.

       10.15   Attorneys' Fees and Costs. If any action is necessary to enforce
               and collect upon 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 that party may be
               entitled. This provision shall be construed as applicable to the
               entire agreement.

       10.16   Survivability. If any part of this agreement is found, or deemed
               by a court of competent jurisdiction to be invalid or
               unenforceable, that part shall be severable from the remainder of
               this agreement.

       10.17   Further Assurances. Each of the parties agrees that it shall from
               the time to time take such actions and execute such additional
               instruments as may be reasonably necessary or convenient to
               implement and carry out the intent and purpose of this Agreement.

       10.18   Right to Data after Termination. After termination of this
               Agreement each party shall be entitled to copies of all
               information acquired hereunder as of the date of termination and
               not previously furnished to it.

       10.19   Relationship of the Parties. Nothing contained in this Agreement
               shall be deemed to cause either party the partner of the other,
               nor, except as otherwise herein expressly provided, to cause
               either party the agent or legal representative of the other, nor
               create any fiduciary relationship between them. It is not the
               intention of the parties to create nor shall this Agreement be
               construed to create any commercial or other partnership. Neither
               party shall have any authority to act for or to assume any
               obligation or responsibility on behalf of the other party, except
               as otherwise expressly provided herein.. The rights, duties,
               obligations and liabilities of the parties shall be several not
               Joint or collective. Each party shall be responsible only for its
               obligations as herein set out and shall be liable only for its
               share of the costs and expenses as provided herein. Each party
               shall indemnify, defend and hold harmless the other party, its
               directors, officers, and employees from and against any and all
               losses, claims, damages and liabilities arising out of any act or

<PAGE>

               any assumption of liability by the indemnify party, or any of its
               directors, officers or employees, done or undertaken, or
               apparently done or undertaken, on behalf of the other parties.
               Each party shall be responsible for the acts of its agents and
               affiliates.

11.  Arbitration, Dispute Resolution.

        11.1   WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE UNDERSIGNED
HEREBY ACKNOWLEDGE THAT:

              (i)   Arbitration is final and binding on the parties;

              (ii)  The parties are waiving their right to seek a remedy in
                    court, including the right to jury trial;

              (iii) Pre-arbitration discovery is generally more limited and
                    different from court proceeding;

              (iv)  The arbitrator's award is not required to include factual
                    findings or legal reasoning and any party's right to appeal
                    or to seek modification of ruling by the arbitrators is
                    strictly limited;

              (v)   The panel of arbitrator will typically include a minority of
                    arbitrators who were or are affiliated with the securities
                    industry; and

              (vi)  This arbitration agreement is specifically intended to
                    include any and all statutory claims that might be asserted
                    by any party.

        11.2   THE PARTIES AGREE THAT:

        A. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN THE CLIENT, ARDT
OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES, ATTORNEYS,
ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY CUSTOMER OR OTHER PERSON OR ENTITY,
ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF THIS AGREEMENT, SHALL BE
RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH LITIGATION.

        B.     THE UNDERSIGNED HEREBY AGREES TO SUBMIT THE DISPUTE FOR
               RESOLUTION TO EITHER

CONFIDENTIAL INVESTMENT BANKING AGREEMENT:       Page       8      of      9
Initialed by all parties:    _______           ______

PGPG ARDT IBCA 111899                                     (C) 1999 Ronald Ardt

<PAGE>

THE AMERICAN ARBITRATION ASSOCIATION, IN DALLAS, TEXAS, or Indianapolis,
Indiana, OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., IN A LOCATION
IN ACCORDANCE WITH THE REGULATORY RULES OF THE NASD, WHICHEVER ASSOCIATION MAY
ASSERT JURISDICTION OVER THE DISPUTE, WITHIN FIVE (5) DAYS AFTER RECEIVING A
WRITTEN REQUEST TO DO SO FROM ANY OT THE AFORESAID PARTIES.

         C. IF ANY PARTY  FAILS TO SUBMIT THE DISPUTE TO  ARBITRATION  ON
REQUEST,  THEN THE  REQUESTING  PARTY MAY COMMENCE AN ARBITRATION PROCEEDING.

        D. ANY HEARING SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL TAKE
PLACE IN DALLAS, DALLAS COUNTY, TEXAS or Indianapolis, Indiana, AND THE FEDERAL
ARBITRATION ACT SHALL GOVERN THE PROCEEDING AND ALL ISSUES RAISED BY THIS
AGREEMENT TO ARBITRATE.

        E. IF ANY PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO
RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR SHALL
UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANYARBITRATION FORUM LOCATED IN
DALLAS, DALLAS COUNTY, TEXAS, or Marion County, Indiana, OVER ANY MATTER WHICH
IS THE SUBJECT OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO
RECOVER FROM THE LOSING PARTY ITS LEGAL FEES AND ANY OUT-OF-POCKET EXPENSES
INCURRED IN CONNECTION WITH THE DEFENSE OF SUCH LEGAL PROCEEDING OR ITS EFFORTS
TO ENFORCE ITS RIGHTS TO ARBITRATION AS PROVIDED FOR HEREIN.

        F. EACH PARTY WILL SIGN ANY REQUIRED NASD UNIFORM SUBMISSION AGREEMENT
AT THE TIME ANY DISPUTE IS SUBMITTED FOR ARBITRATION OR THE APPLICABLE PAPERWORK
FOR THE AMERICAN ARBITRATION ASSOCIATION, AT THE TIME ANY DISPUTE IS SUBMITTED
FOR ARBITRATION WHICHEVER ONE IS APPLICABLE.

        G. THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING, FINAL
AND CONCLUSIVE AND AGREE TO ABIDE THEREBY.

        H. ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGEMENT AND
EXECUTION FOR COLLECTION.

12. Term of Agreement and Termination. This agreement shall be effective upon
    execution, shall continue for 6 (six) months unless terminated sooner, by
    either party, upon giving to the other party 30 (thirty) days written
    notice, after which time this agreement is terminated. ARDT shall be
    entitled to the finders fees described in this Agreement for funding or

<PAGE>

    underwriting commitments entered into by Client's client within one year
    after the termination of this agreement if said funding or underwriting was
    the result of ARDT efforts prior to the termination of this agreement.

13. Authority of signatory(ies). Signatories warrant that they are authorized to
    sign on behalf of the Client with full written power and authority to act in
    this capacity on behalf of Client. Signatory(ies) also warrant(s) that he
    (they) have adopted this Agreement by Corporate Resolution if required to do
    so by the Client's By-Laws.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
Client: BowseSafe.com, Inc.:

By: /s/ Mark Smith
    -----------------------------------------------
    Mark Smith, President & Chief Executive Officer

Consultant:

By: /S/ Ronald P. Ardt
    -----------------------------------------------
    Ronald P. Ardt, JD, President and CEO, Business Investor Services, Inc.

CONFIDENTIAL INVESTMENT BANKING AGREEMENT:       Page       9      of      9
Initialed by all parties:    _______           ______

PGPG ARDT IBCA 111899                                     (C) 1999 Ronald Ardt