CONSULTING SERVICES AGREEMENT

          This Consulting Services Agreement dated June 7, 1996 effective
December 19, 1995 ("Agreement") is by and between , WESTMARK GROUP HOLDINGS,
INC., a Colorado corporation ("Company") and BRADLEY RAY, an individual


          WHEREAS, the Company is in the mortgage lending business; and

          WHEREAS, Consultant desires to provide certain consulting services to
the Company; and

          WHEREAS, the Company and Consultant desire to set forth in writing the
terms and conditions of their agreement and understanding concerning a three
year consulting arrangement; and

          WHEREAS, Consultant has performed services for the Company for which
he was paid $2,903 in 1995, and $7,500 per month from January 1, 1996 to date,

          WHEREAS, the Company and Consultant wish to amend the terms of

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants, agreements, and considerations herein contained, the parties hereto
agree as follows:

          1. ENGAGEMENT. Subject to the terms and provisions of this Agreement,
the Company hereby engages Consultant, as an independent contractor, to provide
consulting services ("Services") as set forth in Section 2 below. Consultant
hereby accepts such engagement and shall, during the term of this Agreement,
perform the Services as herein provided.

          2. SERVICES. Subject to the terms and conditions of this Agreement,
the term "Services" shall mean providing certain consulting services to the
Company as may be mutually agreed upon by the parties. Such services are
outlined in SCHEDULE "A" attached hereto. Consultant agrees to provide such
Services on a non-exclusive basis and as an independent contractor and not as an
employee of the Company. Nothing in this Agreement shall be construed to prevent
Consultant from performing services on behalf of himself or any person or

          3. COMPENSATION. For the Services performed by Consultant for the
Company, the Company will pay $7,500 per month through November 1998. The
parties have agreed that the Company shall pay Consultant in full the discounted
amount owed which is $130,200 by issuing to Consultant 150,000 shares of common
stock of the Company pursuant to a S-8 Registration Statement. The discounted
value reflects a 30% discount based on the illiquid market for the Company
Common Stock. The Consultant agrees to provide the Company 24 hours advance
written notice prior to an attempted

sale of shares of Common Stock to be issued hereunder and the Company will have
the right of first refusal for a period of 24 hours to purchase from Consultant
such shares at the then market value.

          4. STATUS REPORTS. For the term of this Agreement, at the Company's
written request, Consultant shall prepare and submit to the Company a written
status report describing the status of any and all projects for which Consultant
has provided Services.

          5. TERM. The term of this Agreement shall commence on the date hereof
and shall continue in full force and effect for a period of three years from
December 19, 1995.

          6. AUTHORITY. Consultant understands and agrees that under the terms
and provisions of this Agreement, Consultant is not an employee, representative
or agent of the Company or any of its affiliates and therefore has no power or
authority whatsoever to act on behalf of, or bind the Company or any of its
affiliates, with respect to any matter or contract. Furthermore, this Agreement
does not create and shall not be construed to create any joint venture or
partnership relationship between the parties. No officer, employee, agent or
independent contractor of either party or their respective affiliates shall be
deemed at any time to be an employee, servant, agent or contractor of the other
for any purpose whatsoever.

          7. CONFIDENTIALITY. In the course of the performance of Consultant's
duties hereunder, Consultant recognizes and acknowledges that Consultant may
have access to certain confidential and proprietary information of the Company
or any of its affiliates. Without the prior written consent of the Company,
Consultant shall not disclose any such confidential or proprietary information
to any person or firm, corporation, association, or other entity for any reason
or purpose whatsoever, and shall not use such information, directly or
indirectly, for Consultant's own behalf or on behalf of any other party.
Consultant agrees and affirms that all such information is the sole property of
the Company and that at the termination and/or expiration of this Agreement, at
the Company's written request, Consultant shall promptly return to the Company
any and all such information so requested by the Company.

                  The provisions of this Section 7 shall not, however, prohibit
Consultant from disclosing to others or using in any manner information that:

                  (a) has been published or has become part of the public domain
          other than by acts, omissions or fault of Consultant;

                  (b) has been furnished or made known to Consultant by third

          (other than those acting directly or indirectly for or on behalf of
          Consultant) as a matter of legal right without restriction on its use
          or disclosure;

                  (c) was in the possession of Consultant prior to obtaining
          such information from the Company in connection with the performance
          of this Agreement; or

                  (d) is required to be disclosed by law.

          8.      MISCELLANEOUS.

                  (a) ASSIGNMENT. All of the terms, provisions and conditions of
          this Agreement shall be binding upon and shall inure to the benefit of
          and be enforceable by the parties hereto and their respective
          successors and permitted assigns. This Agreement shall not be assigned
          or transferred by either party, nor shall any interest herein be
          assigned, transferred, pledged or hypothecated by either party without
          the prior written consent of the other party.

                  (b) APPLICABLE LAW. This Agreement shall be construed in
          accordance with and governed by the laws of the State of Florida.

                  (c) ENTIRE AGREEMENT, AMENDMENTS AND WAIVERS. This Agreement
          constitutes the entire agreement of the parties hereto and expressly
          supersedes all prior and contemporaneous understandings and
          commitments, whether written or oral, with respect to the subject
          matter hereof. No variations, modifications, changes or extensions of
          this Agreement or any other terms hereof shall be binding upon any
          party hereto unless set forth in a document duly executed by such
          party or an authorized agent or such party.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.

                                   WESTMARK GROUP HOLDINGS, INC.

                                     Norman J. Birmingham, President


                                     Bradley Ray

                                  SCHEDULE "A"

          "Services" include, but are not limited to, the following:

          1. Advising the Company upon potential leasing opportunities, secure
mortgage credit, warehouse lines of credit, computer and other equipment
leasing, office rentals and other related opportunities.

          2. Perform preliminary analysis on potential merger and acquisition

          3. Providing any other services as shall be mutually agreed upon by
Consultant and Company. 

Basic Info X:

Type: Services Agreement
Date: June 12, 1996
State: Nevada

Other info:


  • June 7 , 1996
  • January 1 , 1996
  • November 1998
  • December 19 , 1995


  • CONSULTING SERVICES AGREEMENT This Consulting Services Agreement
  • Company Common Stock


  • Colorado
  • State of Florida


  • $ 2,903
  • $ 7,500
  • $ 130,200


  • Norman J. Birmingham
  • Bradley Ray 3


  • 30 %