CONSULTING AGREEMENT

         This consulting agreement (the "Agreement") is made and entered into as
of the 23rd day of November, 1999 (the "Effective Date"), by and between MBO,
Inc., a South Carolina Corporation ("MBO") and Save On Energy, Inc. a Georgia
Corporation ("SAVE" or the "Company"), for the purpose of defining and
acknowledging the terms of this Agreement.

         In consideration of the mutual promises made herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.   Exclusivity. The Company hereby engages MBO on an exclusive basis for the
     term specified in Paragraph 2 hereof to render services to the Company as
     its corporate finance consultant, financial advisor and consulting adviser
     upon the terms and conditions set forth herein.

2.   Term and Termination. This Agreement shall be effective for a period of one
     year (the "Initial Term"), commencing upon the Effective Date of this
     Agreement and may be extended as the parties shall mutually agree in
     writing (the "Term"), subject to the establishment of arrangements for
     additional compensation and other appropriate terms for such extension.
     Beginning 90 days after the Effective Date of this Agreement, either party
     may terminate MBO's engagement hereunder at any time by giving the other
     party at least 60 days prior written notice, subject to the provisions of
     Paragraph 4 through 18, all of which shall survive any termination of this
     Agreement. MBO may terminate this Agreement immediately for a breach of
     paragraph 5, 6, or 7 or upon any material breach of this Agreement.

3.   Services to be Provided. During the Term of this Agreement, MBO shall
     provide the Company with such regular and customary consulting advice as is
     reasonably requested by the Company, provided that MBO shall not be
     required to undertake duties not reasonably within the scope of the
     financial advisory and/or consulting services contemplated by this
     Agreement. Michael B. Orr will personally provide this consulting advice.
     It is understood and acknowledged by the parties that the value of MBO
     advice is not readily quantifiable, and that MBO shall be obligated to
     render advice upon the request of the Company, in good faith, but shall not
     be obligated to spend any specific amount of time in so doing. MBO's duties
     may include, but will not necessarily be limited to, providing
     recommendations and assisting in the following:

     (a)  Preparing a business plan and detailed financial objections, including
          the formation of the key strategies that will drive the business.
          Preparation of this plan is understood to be dependent upon the input
          of management and will be based on readily available external
          information.

     (b)  Rendering advice with regard to internal operations, including:

          i.   the formation of corporate goals and strategies and their
               implementation; and
          ii.  determining the corporate organization structure and personnel.

     (c)  Preparing a marketing plan and creating the structure for its
          execution, including:

          i.   performing the duties of the Company's chief marketing officer on
               an interim basis;
          ii.  overseeing the development and production the necessary marketing
               tools, such as brochures;


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          iii. supervising the activities of the Company's distributors and
               sales agents;
          iv.  directing the activities of public relations and/or advertising
               agencies that the Company may engage; and
          v.   assisting the overall execution of the marketing component of the
               plan.

     (d)  Assisting the Company in preparing the filings and taking the actions
          necessary to become a "Reporting Company";

     (e)  Rendering advice and providing assistance in connection with the
          preparation of interim and annual financial reports;

     (f)  Rendering advice with regard to the following corporate finance
          matters:

          i.   structuring and changes in the capitalization of the Company;
          ii.  changes in the Company's corporate structure;
          iii. redistribution of shareholdings of the Company's stock;
          iv.  sales of securities in private transactions;
          v.   the Company's financial structure and its divisions or
               subsidiaries;
          vi.  securing, when and if necessary and possible, additional
               financing through banks and/or insurance companies; vii.
               alternative uses of corporate assets; and viii. structure and use
               of debt.

     (g)  Rendering advice or assistance with regard to any of the following
          merger or acquisition activities:

          i.   the acquisition and/or merger of or with other companies;
          ii.  divestiture or any other similar transaction; and
          iii. the sale of the Company itself (or any significant percentage,
               assets, subsidiaries or affiliates thereof); and

     (h)  Rendering advice and/or assistance with regard to any of the following
          capital raising activities:

          i.   bank financing or any other financing from financial institutions
               or individuals (including but not limited to revolving credit
               facilities, lines of credits, term loans, rediscounted credit
               facilities, senior and junior loans, whether collateralized or
               unsecured, etc.);
          ii.  assist in preparing the Private Placement Memorandum;
          iii. assist in identifying a placement agent for the Company's
               securities; and
          iv.  assist in identifying an underwriter in any public offering of
               the Company's securities.

4.   Compensation. In consideration for the services rendered by MBO to the
     Company pursuant to this Agreement (and in addition to the expense
     reimbursements provided for in Paragraph 6 hereof), the Company shall
     compensate MBO as follows:

     (a)  Initial Retainer. The Company shall pay MBO an initial non-refundable
          fee in the amount of Ten Thousand Dollars ($10,000) upon its receipt
          of the first $250,000 in funding.

     (b)  Business Plan Preparation. The Company shall pay MBO a further fee in
          the amount of Fifteen Thousand Dollars ($15,000) upon completion of
          the business plan and financial


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          model. MBO agrees to defer this payment until a cumulative total of
          Five Hundred Thousand dollars ($500,000) has been raised for and
          received by the Company.

     (c)  Additional Compensation. The Company will pay MBO a further fee of ten
          percent (10%) of all equity money that the Company receives as a
          result of our efforts, including debt instruments that carry a
          provision for conversion into equity. Payment of this fee is due
          immediately upon receipt of cleared funds at the Company's bank.

     (d)  Initial Warrants. The Company shall issue to MBO and/or its designees,
          subject to MBO completing certain specified activities, Warrants to
          purchase Two Hundred Fifty Thousand (250,000) shares of the Company's
          common stock at Seventy-five cents ($0.75) per share in accordance
          with the following schedule:

               100,000 Warrants upon receipt of $250,000 raised by MBO, and

               50,000 Warrants upon completion of the Business Plan and
               Financial Model, and

               50,000 Warrants upon the receipt of cumulative funds of $500,000,
               and

               50,000 Warrants upon receipt of a total of $750,000.

          All Warrants issued to MBO shall expire three (3) years from the date
          of issuance and shall have "piggy back" and demand registration rights
          and anti-dilution provisions as are normal and customary.

     (e)  Monthly Retainer. The Company shall pay MBO a monthly consulting fee
          of five thousand dollars ($5,000) per month during the term of this
          Agreement, the first payment of which shall be due January 1, 2000.
          MBO agrees to defer each month's retainer until the first receipt of
          funding above $250,000 for the Company.

     (f)  Merger and Acquisition Fee. If any Transaction (as hereinafter
          defined) is consummated during the Term of this Agreement with any
          parties, when such party has been introduced directly or indirectly by
          MBO during the Term hereof, the Company shall pay at the closing of
          each such Transaction a cash fee equal to the sum of:

          i.   five percent (5%) of the first five million dollars of the
               Aggregate Consideration (as herein after defined) of a
               Transaction, plus

          ii.  four percent (4%) of the second five million dollars of the
               Aggregate Consideration of a Transaction, plus

          iii. three percent (3%) of the third five million dollars of the
               Aggregate Consideration of a Transaction, and plus

          iv.  two percent (2%) of the Aggregate Consideration over fifteen
               million dollars.

          v.   In no event, however, shall the fee provided for within this
               subparagraph be less than $25,000.

          vi.  Aggregate Consideration is defined and computed as follows:

               1)   The total sale proceeds and other consideration received
                    (which shall be deemed to include amounts paid into escrow)
                    by the Company and/or its shareholders or by a target and/or
                    its shareholders upon the consummation of the Transaction
                    (including payments made in installments), inclusive of
                    cash, securities, notes, consulting agreements and
                    agreements not to compete, plus the total value of
                    liabilities assumed.


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               2)   If a portion of such consideration includes contingency
                    payments (whether or not related to future earnings or
                    operations), Aggregate Consideration will include 75% of the
                    face value of such payments without regard to whether the
                    conditions for the payment of such contingent amounts have
                    been or may be satisfied.

               3)   If the Aggregate Consideration for the Transaction consists
                    in whole or in part of securities, for the purposes of
                    calculating the amount of Aggregate Consideration, the value
                    of such securities will be the value thereof on the day
                    preceding the consummation of the Transaction as the Company
                    and MBO agree; provided, however, that in the case of
                    securities for which there is a public trading market, the
                    value will be determined by the average last sales price for
                    such securities for the last twenty (20) days prior to such
                    consummation as determined by MBO and communicated by MBO to
                    the Company. If there is no public trading market for such
                    securities but securities have been sold in a private
                    placement within the past 24 months, the fair market value
                    shall be based upon the gross sales price in the last such
                    private placement. For other property received or receivable
                    as a part of the Aggregate Consideration and the parties are
                    unable to agree, then each of MBO and the Company will
                    select an investment banking firm respected in the merger
                    and acquisition field to determine a value and the midpoint
                    between the two values established by the two independent
                    experts will be the fair market value for the purpose
                    hereof.

          vii. For the purposes of this Agreement, any of the following events
               shall constitute a "Transaction":

               1)   The sale, outside of the ordinary course of business, of the
                    Company or a majority of its assets, securities, or business
                    by means of a merger, consolidation, joint venture, exchange
                    offer or purchase or sale of stock or assets, or any
                    transaction resulting in any change of control of the
                    Company or its assets or business; or

               2)   The purchase by the Company, outside of the ordinary course
                    of business, of another company or a majority of its assets,
                    securities or business by means of a merger, consolidation,
                    joint venture, exchange offer or purchase or sale of stock
                    or assets.

     (g)  Third-Party Debt Placements. In the event MBO is involved in
          originating a debt facility, inclusive of revolving credit facilities,
          lines of credits, term loans, rediscounted credit facilities, senior
          and junior loans, whether collateralized or unsecured, etc., (the
          "Credit Facility") with a bank or other institutional lender (the
          "Lending Source"), the Company will pay MBO a fee of two percent (2%)
          of the maximum amount of the Credit Facility. In the event MBO is
          involved in arranging an increase in a Credit Facility, the Company
          will pay MBO a fee of two percent (2%) of the increase from the
          maximum amount of the existing Credit Facility to the maximum amount
          of the new Credit Facility. In no event, however, shall the fee
          provided for within this subparagraph be less than $25,000.

     (h)  Strategic Alliances and Partnerships. In the event MBO introduces the
          Company to a joint venture partner or customer and sales develop as a
          result of the introduction, the Company agrees to pay a "Commission"
          of two percent (2%) of total sales generated directly from this
          introduction during the first three (3) years following the date of
          the first sale. Total sales shall mean cash receipts less any
          applicable funds, returns, allowances, credits and

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          shipping charges and monies paid by the Company by way of settlement
          or judgment arising out of claims made or threatened against the
          Company. Commission payments shall be paid on the 15th day of each
          month following the receipt of customers' payment. In the event any
          adjustments are made to the total sales after the commission has been
          paid, the Company shall be entitled to an appropriate refund or credit
          against future payments due under this Agreement.

5.   Payment of Fees. All fees to be paid pursuant to this Agreement are due and
     payable to MBO in cash at the closing or closings of any transaction as
     specified in Paragraph 4 hereof or within 10 days upon presentation of
     invoices as specified elsewhere.

6.   Expense Reimbursement. In addition to the compensation payable hereunder,
     and regardless of whether any transaction set forth in Paragraphs 3 or 4
     hereof is proposed or consummated, the Company shall reimburse MBO for all
     travel and out-of-pocket expenses incurred in connection with the services
     performed by MBO pursuant to this Agreement, including without limitation,
     hotel, food and associated expenses, telephone calls and legal expenses.
     Any travel or other reimbursable expenses in excess of $500 per month shall
     be approved in advance by the Company.

7.   Payment Terms. Invoices for consulting fees, other fees and expense
     reimbursement are due and payable immediately upon presentation. Unpaid
     invoices will accrue interest at the rate of one percent (1.0%) per month
     or part thereof.

8.   Continuing Obligation. In the event that this Agreement shall not be
     renewed or if terminated for any reason notwithstanding any such renewal or
     termination, MBO shall be entitled to a full fee as provided under
     Paragraph 4 hereof, for any transaction for which the discussions were
     initiated during the Term of this Agreement and which is consummated within
     a period of twelve (12) months after non-renewal or termination of this
     Agreement.

9.   Confidentiality. The Company acknowledges that all opinions and advice
     (written or oral) given by MBO to the Company in connection with MBO's
     engagement are intended solely for the benefit and use of the Company in
     considering the transaction to which they relate, and the Company agrees
     that no person or entity other than the Company shall be entitled to make
     use of or rely upon the advice of MBO to be given hereunder, and no such
     opinion or advice shall be used for any other purpose or reproduced,
     disseminated, quoted or referred to at any time, in any manner or for any
     purpose, nor may the company make any public references to MBO, or use
     MBO's name in any annual reports or any other reports or releases of the
     Company without MBO's prior written consent.

10.  Independent Contractors. The Company acknowledges that MBO is in the
     business of providing consulting and financial services advice to others.
     Nothing herein contained shall be construed to limit or restrict MBO in
     conducting such business with respect to others, or in rendering such
     advice to others. MBO, and specifically Michael B. Orr, shall perform its
     services hereunder as an independent contractor and not as an employee of
     the Company or an affiliate thereof. It is expressly understood and agreed
     to by the parties hereto that MBO shall have no authority to act for,
     represent or bind the Company or any affiliate thereof in any manner,
     except as may be agreed to expressly by the Company from time to time.

11.  Reliance. The Company recognizes and confirms that, in advising the Company
     and in fulfilling its engagement hereunder, MBO will use and rely on data,
     material and other information furnished to MBO by the Company. The Company
     acknowledges and agrees that in performing its services under this
     engagement, MBO may rely upon the data, material and other information
     supplied by the Company without independently verifying the accuracy,
     completeness or veracity of same.


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12.  Notices. Any notice or communication permitted or required hereunder shall
     be in writing and shall receipt requested, or (ii) by facsimile, to the
     respective parties as set forth below, or to such other address as either
     party may notify the other of in writing:

         If to the Company, to:     Save On Energy, Inc.
                                    Airport Industrial Center, Suite 210
                                    4851 Georgia Highway 85
                                    Forest Park, Georgia 30297
                                    Telephone:        404-765-0131
                                    Facsimile:        404-765-0171
                                    Attention:        Robbie E. Davis
                                    Its:              President

         If to MBO, to:             MBO, Inc.
                                    22 Quail Hill Drive
                                    Greenville, South Carolina 29607
                                    Telephone:        864-458-9620
                                    Facsimile:        864-458-9795
                                    Attention:        Michael B. Orr
                                    Its:              President

13.  Indemnification. MBO and the Company have entered into a separate letter
     agreement dated the date hereof (the "Indemnity Letter"), providing for the
     indemnification of MBO by the Company and for the indemnification of the
     Company by MBO in connection with MBO's engagement hereunder.

14.  Counterparts. This Agreement may be executed in any number of counterparts,
     each of which together shall constitute one and the same original document.

15.  Assignability and Modification. This Agreement is not assignable and cannot
     be modified or changed, nor can any of its provisions be waived, except by
     the mutual agreement in writing of all parties.

16.  Governing Law. This Agreement shall be governed by the laws of the State of
     Georgia.

17.  Severability. Each paragraph, term or provision of this Agreement shall be
     considered severable and if, for any reason, any paragraph, term or
     provision is determined to be invalid or contrary to any existing or future
     law or regulation, such will not impair the operation, or effect the
     remaining portions, or this Agreement.

18.  Dispute Resolution. The parties shall attempt amicably to resolve
     disagreements by negotiating with each other. In the event that the matter
     is not amicably resolved through negotiation, any controversy, dispute or
     disagreement arising out of or relating to this Agreement (a "Controversy")
     shall be submitted to a nationally recognized arbitration association, such
     as the American Arbitration Association, for final binding arbitration,
     which shall be conducted by a single arbitrator (the "Arbitrator") in
     Atlanta, Georgia, pursuant to Arbitration Rules of the American Arbitration
     Association (the "Rules"). Notwithstanding anything to the contrary
     contained in the Rules, the Arbitrator shall not award consequential,
     exemplary, incidental, punitive or special damages.

If any party shall desire relief of any nature whatsoever from any other party
as a result of any Controversy, such party will initiate such arbitration
proceedings within a reasonable time, but


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in no event more than one (1) year after the facts underlying said Controversy
first arise or become known to the party seeking relief (whichever is later).
The failure of such party to institute such proceedings within said period shall
be deemed a full waiver of any claim for such relief. Arbitrator may award the
prevailing party its costs for the arbitration proceeding, including its
reasonable attorneys' fees and costs. The parties agree that the decision and
award of the Arbitrator shall be taken, but that such award or decision may be
entered as a judgment and enforced in any court having jurisdiction over the
party against whom enforcement is sought. Any equitable relief awarded under
this paragraph shall be dissolved upon issuance of the Arbitrator's decision and
order.

The parties hereto hereby consent to the jurisdiction of the federal courts or
the state courts located in Atlanta, Georgia for any proceedings under this
paragraph.

                                                     Save On Energy, Inc.


                                                     By:  /s/ Robby E. Davis
                                                          ------------------
                                                              Robby E. Davis
                                                     Its:     President


MBO, Inc.


By:  /s/ Michael B. Orr
     ------------------
         Michael B. Orr
Its:     President


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