AMENDED AND RESTATED
                          CONSULTING SERVICES AGREEMENT

         This Consulting Services Agreement dated June 7, 1996 effective January
24, 1996 ("Agreement") is by and between, WESTMARK GROUP HOLDINGS, INC., a
Colorado corporation ("Company") and HARRY COOLIDGE, an individual


         WHEREAS, the parties hereto entered into that certain Consulting
Agreement dated January 24, 1996; and

         WHEREAS, the parties wish to amend said Consulting Agreement;

         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 entity.

         3. COMPENSATION. For the Services performed by Consultant for the
Company, the Company will issue to Consultant 80,000 shares of common stock of
the Company pursuant to a S-8 Registration Statement. 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.

         Consultant shall be restricted from selling more than 8,000 shares of
Common Stock per month for a ten month period.

         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 January 24, 1996
and shall continue in full force and effect for a period of two years.

         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
         parties (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, including the Consulting Agreement dated January 24,
         1996. 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.



                                                  Harry Coolidge

                                  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 13, 1996
State: Nevada

Other info:


  • June 7 , 1996
  • January 24 , 1996


  • This Consulting Services Agreement


  • Colorado
  • State of Florida


  • Harry Coolidge