WULF INTERNATIONAL LTD

UNITED STATES OFFICE                                               BRUNEI OFFICE
5200 Keller Springs Road, Suite 1131                             #1 Taman Salmah
Dallas, Texas, 75248 USA                          Simpang #25, Mata Mata, Gadong
Tel 1-972-233-0966                              Bandar Seri Begawan 3280, Brunei
Fax 1-972-233-0967                            Tel 673-8-739647, Fax 673-2-453938

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July 1, 1998

Joseph A. Denahan
5507 Bent Trail
Dallas, TX 75248

Dear Mr. Denahan:

Wulf  International Ltd wishes to  avail itself of your  services as a financial
consultant for the period July 1, 1998 to March 31, 1999, in connection with its
Project in the Philippines National Shelter Program.

As  remuneration  for your services,  Wulf agrees to pay you Six Hundred Dollars
($600) per day or equivalent equity plus applicable expenses incurred by you for
each day  your  services  are  rendered.  Remuneration  will be paid  when  Wulf
receives  interim  and/or full funding for this Project.  At the time of funding
Wulf will consider  additional cash and/or equity  compensation that in its sole
discretion represents reasonable additional compensation for services provided.

Wulf expects that it will  continue to need your  services  after the funding of
the Project and will at that time in its sole  discretion  consider  offering to
you a financial executive position with appropriate remuneration.

If you find this  proposal  acceptable,  please sign one copy of this letter and
return it to me.

Thank you.


/s/  George Wulf
---------------------------
George Wulf, Chairman & CEO

GW/jm


Agreed to this 1st day of July, 1998


/s/  Joseph A. Denahan
---------------------------
     Joseph A. Denahan



<PAGE>


Dated: April 1, 1999

Amendment to consulting  agreement dated July 1, 1998 between Wulf International
LTD and Joseph A. Denahan.

Agreement is amended as follows:

Term: Extended until Sept. 30, 1999

Payment:  To be made in cash when Wulf  International LTD and/or project funding
since July 1, 1998 exceeds $750,000.

If Wulf  International  LTD  resumes  SEC full  reporting  status then Joseph A.
Denahan to be  appointed  chief  financial  officer  and  receive an  additional
100,000 shares of preferred stock.

All other terms remain unchanged.

Agreed to this date April 1, 1999:

Wulf International LTD

/s/  George Wulf
-----------------------------
George Wulf, Chairman and CEO


/s/  Joseph A. Denahan
-----------------------------
     Joseph A. Denahan




<PAGE>


Dated: October 1, 1999

Amendment  #2  to  consulting   agreement   dated  July  1,  1998  between  Wulf
International LTD and Joseph A. Denahan (amendment #1 dated April 1, 1999)

Agreement is further amended as follows:

Term: Extended until February 1, 2000

All shares previously granted and to be granted are to be restricted stock until
Jan. 1, 2000.

Additional  common shares to be granted at the rate of 150,000 common shares per
month, or a total of 600,000 common shares over the life of the amendment.

All other terms remain unchanged.

Agreed to this date of October 1, 1999:

Wulf International LTD


/s/  George Wulf
-----------------------------
George Wulf, Chairman and CEO


/s/  Joseph A. Denahan
-----------------------------
     Joseph A. Denahan



<PAGE>

                                Stock Agreement

Wulf  International Ltd. hereby agrees to issue to Joseph Denahan 100,000 shares
of common stock and 100,000 shares of preferred stock for services  rendered and
for  continuing to be available as described  below to render  services to Wulf.
These  shares  and any other  shares  issued to Mr.  Denahan  will be subject to
forfeiture is he is not available  substantially  full time to provide financial
consulting  services  to the company  until March 31, 2000 or when Wulf  becomes
fully   reporting  for  SEC  purposes  and  normal  trading  in  Wulf  stock  is
established,  whichever is earlier.  This risk of forfeiture shall attach to and
become part of any transfer of said stock by Mr. Denahan to a third party during
the previously mentioned term.


Agreed to the  1  day of  November  1998
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Wulf International LTD

By:  /s/  George Wulf
   -----------------------------
   George Wulf, Chairman and CEO


By:  /s/  Joseph A. Denahan
   -----------------------------
   Joseph A. Denahan, recipient