CONSULTING AGREEMENT
As of July 21, 2000 I have been engaged as a consultant with
Elast Technologies, Inc. (the "Company"). In that role I have
advised and will continue to advise the Company concerning bona-
fide business matters as generally described below. I will
receive, as part of my compensation for these services, common
stock of the Company in an amount to be determined. I hereby
acknowledge the following representations to the Company.
I certify that I have not, and do not intend to, consult with or
advise the Company, as part of this Agreement, in connection with
the offer or sale of its securities in a capital-raising
transaction, and have not and will not directly or indirectly
promote or maintain a market for the Company's securities. I
enter into this agreement as a natural person on my own behalf,
not on behalf of any corporation, partnership, or other entity.
Signed this 21st day of July, 2000,
/s/ Edward Meyer, Jr.
Signature
Edward Meyer, Jr.
Print Name
General Services to be provided:
Consulting Services. Effective as of July 21, 2000 by and
subject to the terms and conditions herein contained, Edward
Meyer, Jr. and Edward T. Whelan shall provide business
management, marketing consulting and advisory services to ESTG.
Such services shall include (a) the preparation, implementation
and monitoring of business and marketing plans, (b) advice
concerning production layout and planning and internal controls
and (c) such other managerial assistance as XAI shall deem
necessary or appropriate for ESTG's business.
